AGB
TERMS OF SERVICE
Coker Exhibition Systems Limited
1. Interpretation & Basis of Contract
1.1 These Terms of Service (“Conditions”) apply to all quotations, orders, contracts, sales of goods, hire of equipment and services supplied by Coker Exhibition Systems Limited (“the Company”).
1.2 No variation to these Conditions shall be binding unless agreed in writing by a Director of the Company.
1.3 By placing an order with the Company, the Customer agrees to be bound by these Conditions to the exclusion of all other terms.
1.4 Any quotation issued by the Company is valid for 30 days unless otherwise stated and does not constitute a binding offer.
1.5 A contract is formed only when the Company confirms acceptance of an order in writing.
1.6 These Conditions constitute the entire agreement between the parties and supersede all prior agreements, representations or understandings.
2. Orders & Specifications
2.1 The Customer is responsible for ensuring the accuracy of all specifications, artwork, dimensions and technical requirements supplied to the Company.
2.2 The Company reserves the right to make minor changes to specifications that do not materially affect functionality.
2.3 All bespoke, cut-to-size, printed or customised goods are non-returnable unless defective within the meaning of these Conditions.
2.4 The Customer warrants that it owns or has permission to use all artwork, images, logos and intellectual property supplied to the Company.
3. Price & Payment
3.1 All prices are exclusive of VAT unless otherwise stated.
3.2 The Company may invoice:
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On order confirmation;
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Prior to delivery;
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On dispatch; or
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In agreed stage payments.
3.3 Unless otherwise agreed in writing, payment is due within 14 days of the invoice date.
3.4 Time for payment is of the essence.
3.5 If payment is not made when due, the Company may:
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Suspend further deliveries or services;
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Charge interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; or
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Charge interest at 4% above the Bank of England base rate, whichever is higher.
3.6 The Customer shall pay all undisputed sums in full even if part of an invoice is disputed.
3.7 The Company reserves the right to recover reasonable debt recovery costs and legal fees incurred in recovering overdue sums.
3.8 Title to goods shall not pass until full payment has been received in cleared funds.
4. Materials Procured on the Customer’s Behalf
4.1 Where goods require substrates or media (including but not limited to foamex, acrylic, aluminium composite, rigid boards, flexible media, rollable fabrics, lightbox films and speciality print materials), such materials are procured specifically on the Customer’s behalf following order confirmation.
4.2 The Company does not manufacture raw materials and relies upon third-party suppliers.
4.3 The Customer acknowledges that large format print substrates and media may contain minor surface variations, manufacturing blemishes, handling marks, coating inconsistencies, pressure marks or edge imperfections.
4.4 Certain minor imperfections may not be visible prior to printing and may only become apparent once ink is applied or under specific lighting conditions.
4.5 Materials are considered accepted for production once they meet the Company’s internal quality control standards.
5. Industry Tolerances & Quality Control
5.1 The Company operates internal quality control procedures and will reject materials that show significant visible damage or defects prior to production.
5.2 Large format printing and substrate supply are subject to recognised industry tolerances.
5.3 Minor imperfections consistent with normal industry standards do not constitute defects.
5.4 Once goods have passed internal quality control and are dispatched, they are deemed to meet acceptable industry tolerance standards.
6. Colour Variation & Lighting Conditions
6.1 The Customer acknowledges that colour appearance may vary between:
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Digital proofs and final printed output;
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Different substrates;
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Separate print runs;
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Previously produced jobs.
6.2 Variations may arise due to monitor calibration, printer configuration, ink behaviour, material characteristics and environmental factors.
6.3 Lightboxes, fabric frames and backlit graphics:
The appearance of printed graphics may vary significantly depending on:
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Backlighting intensity;
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LED colour temperature;
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Edge-lit vs backlit systems;
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Ambient or external lighting conditions;
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Installation environment.
6.4 The Company does not guarantee exact colour matching across all lighting environments.
6.5 Minor colour shifts, tonal differences, banding or lighting-related appearance differences that fall within reasonable industry tolerance are not defects and do not constitute grounds for cancellation or refund.
7. Proofing & Artwork Approval
7.1 Where proofs are supplied, it is the Customer’s responsibility to check and approve artwork before production.
7.2 Approval of artwork (including by email) constitutes acceptance of layout, colour representation and content.
7.3 The Company is not liable for errors approved by the Customer.
8. Delivery
8.1 Delivery dates are estimates unless expressly agreed in writing.
8.2 The Company shall not be liable for delays caused by third-party suppliers, couriers or events beyond its reasonable control.
8.3 Delivery, installation, dismantling and transport costs are not included unless expressly stated in writing.
8.4 Risk in the goods passes to the Customer upon delivery.
9. Risk & Title
9.1 Risk passes to the Customer upon delivery.
9.2 Title to goods shall not pass until full payment (including any interest and costs) has been received in cleared funds.
9.3 Until title passes, the Company may enter the Customer’s premises to recover goods if payment is overdue.
10. Warranty
10.1 The Company warrants that goods supplied will:
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Be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
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Conform materially to agreed specifications.
10.2 This warranty does not apply to:
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Normal industry tolerances;
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Minor imperfections;
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Issues arising from Customer-supplied artwork;
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Misuse, mishandling or incorrect installation.
10.3 The Company’s obligation for breach of warranty shall be limited, at its discretion, to:
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Repair;
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Replacement; or
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Credit note.
10.4 Except as expressly stated, all other warranties, conditions or terms are excluded to the fullest extent permitted by law.
11. Claims, Defects & Reprints
11.1 Any claim regarding quality, damage or print issues must be made in writing within 48 hours of delivery and supported with photographic evidence.
11.2 The Company will assess whether an issue falls:
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Outside industry tolerance (material defect); or
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Within normal industry tolerance.
11.3 Where a clear defect exists that falls outside acceptable tolerance, the Company may, at its discretion:
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Replace the goods;
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Repair the goods; or
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Issue a credit note.
11.4 Where the issue falls within normal industry tolerances (including minor surface blemishes, subtle colour shifts or lighting-related appearance differences), the Company shall not be obliged to provide a free reprint or refund.
11.5 The Company may offer a discounted reprint at its sole discretion. Any such reprint must be agreed in writing and paid for prior to production.
11.6 The Company may assist the Customer in seeking recovery from the original material supplier but does not guarantee recovery and does not assume liability for third-party manufacturing imperfections.
12. Hire of Equipment
12.1 Where goods are supplied on a hire basis, they remain the property of the Company at all times.
12.2 The Customer is responsible for:
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Safe custody of hired goods;
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Insurance against loss or damage at full replacement value;
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Returning goods in the condition supplied (fair wear and tear excepted).
12.3 The Customer shall be liable for repair or replacement costs arising from damage, loss or misuse.
12.4 Hire periods commence on delivery and end upon return or collection.
12.5 Delivery, installation and collection charges apply unless otherwise agreed in writing.
13. Cancellation
13.1 Orders may not be cancelled after acceptance without the Company’s prior written agreement.
13.2 The Company is under no obligation to accept cancellation.
13.3 Where cancellation is agreed, the Customer shall indemnify the Company for:
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Work completed;
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Materials ordered;
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Administrative costs;
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Loss of profit.
13.4 Orders for bespoke, printed or customised goods may not be cancelled once production has commenced.
14. Indemnity
14.1 The Customer shall indemnify the Company against all claims, damages, losses, liabilities and expenses arising from:
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Use of Customer-supplied artwork;
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Breach of these Conditions;
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Infringement of intellectual property rights;
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Negligent or wrongful acts by the Customer.
15. Limitation of Liability
15.1 The Company’s total liability shall not exceed the value of the goods or services supplied under the relevant contract.
15.2 The Company shall not be liable for:
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Loss of profit;
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Loss of business;
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Event losses;
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Missed installation dates;
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Indirect or consequential losses.
15.3 Nothing in these Conditions excludes liability for death or personal injury caused by negligence or for any matter which cannot lawfully be excluded.
16. Data Protection
16.1 The Company shall process personal data in accordance with applicable UK data protection legislation.
16.2 Personal data may be used for order processing, accounting, customer service and marketing communications where permitted by law.
16.3 The Company shall implement appropriate technical and organisational safeguards to protect personal data.
17. Force Majeure
The Company shall not be liable for failure or delay resulting from circumstances beyond its reasonable control, including but not limited to acts of God, supplier delays, transport issues, labour disputes or material shortages.
18. Assignment
18.1 The Customer may not assign or transfer any rights under these Conditions without the Company’s prior written consent.
18.2 The Company may assign, subcontract or transfer its rights and obligations.
19. Notices
19.1 Notices must be in writing and delivered by hand, post or email to the registered office or notified address of the recipient.
19.2 Notices shall be deemed received:
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On delivery if by hand;
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Two working days after posting;
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On transmission if by email (unless a delivery failure notice is received).
20. Severance
If any provision of these Conditions is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect.
21. Waiver
Failure to enforce any right or provision shall not constitute a waiver of that right or provision.
22. Good Faith & Dispute Resolution
The parties shall attempt in good faith to resolve any dispute through negotiation prior to commencing legal proceedings.
23. Governing Law
These Conditions are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.