Terms & Conditions

The date of this agreement is the date the quotation is accepted.

 

The terms and conditions set out in this agreement shall apply to all orders placed after 15 August 2019.

“We”, “Us”, “Our” means CMS & Sons Limited (Company Number 05980983) of Unit 1 Beeches Industrial Estate, Coedcae Lane, Pontyclun CF72 9DY (also trading as CMS Teamwear, Cobra Workwear and TrophiesandMedalsOnline.com

“You”, “Your” means the name overleaf on the quotation and purchaser of the Goods

 

AGREED TERMS

 

1.  INTERPRETATION  

 

The following definitions and rules of interpretation apply in this agreement.

 

1.1  Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Delivery: the transfer of physical possession of the Goods to You.

Force Majeure Event: an event or circumstance beyond a party’s reasonable control.

Goods: the goods set out in the quotation as the same may be amended from time to time by agreement in writing between the parties.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

1.2  Clause headings shall not affect the interpretation of this agreement.

 

1.3  person includes a natural person, corporate or unincorporated body whether or not having separate legal personality and that person’s personal representatives, successors and permitted assigns.

  

1.4  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

 

1.5  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

 

1.6  A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

 

1.7  A reference to a statute or statutory provision shall include all subordinate legislation made at the date of this agreement under that statute or statutory provision.

1.8  A reference to writing or written includes email.

  

1.9  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

2.  PLACING AN ORDER

 

2.1 When placing an order the onus is on You to ensure that all details are correct. Any errors once the order confirmation has been sent will be down to You to notify Us.

2.2 Where possible, orders should be made in writing via Our website, email or letter however telephone orders are accepted whereafter we shall email You a quotation and You must ensure that all the order details are correct

3. QUOTATIONS

All quotes are valid for a period of 30 days.  After this date a new quote will be provided which may produce a different cost. We reserve the right to add any additional costs incurred as a result of changes requested by You once a quote has been provide and accepted.

 

4.  SUPPLY OF ARTWORK & PRODUCTION

 

4.1 You are liable for providing the correct artwork to Us. Failure to provide Us with the correct artwork could lead to errors on Your order for which no refund shall be available.

 

4.2 You shall provide the artwork to Us in a vectorised EPS or PDF file with fonts and colours embedded. If You are unable to provide Us with the correct artwork, We can offer to re-draw the files in vector format for a fee of £25.00 plus VAT per file.

 

4.3 In the case of embroidery files, all logos are subject to a £25.00 plus VAT digitising fee unless:

 

  1. Your logo is already digitalised and You are able to send to Us in DST or EMB file format; or
  2. Your order is above £100 net, in which the logo will be digitalised free of charge. Ownership of the digitalised file shall remain with Us unless purchased for a fee of £25.00 plus VAT; or
  3. Orders in excess of £100 with more than one embroidered logo may require digitalising fees. You will be notified before the order is produced if any additional fees will apply.

 

    1.  We have the right to apply additional charges for any embroidery colour threads that We do not stock.

 

    1.  Artwork sent to Us from You for production purposes must be owned by You or You must have permission to use them. We accept no responsibility for infringing any copyright material that is supplied.

 

    1. It is Your responsibility to obtain all necessary licenses required in respect of intellectual property rights.

 

    1. We are not held responsible for any artwork that You provide which is of a poor quality or artwork that will not allow us to accurately reproduce Your logo.

 

    1. We will provide an artwork proof of Your order prior to commencing production. Until We receive confirmation from You that You agree to continue, the production of the Goods will not be commenced.

 

    1. We will amend Our work and designs if requested but after several changes/amendments We reserve the right to charge You for these edits if the design has been changed in such a way We deem it completely different to the artwork/information supplied by You.

 

    1. If, once Your order has been started, You wish to cancel the order, We reserve the right to charge for any work already undertaken on the order and restocking fees may apply for any of the products ordered (as per clause 11.9)

 

    1. In the case of screen printing jobs, We keep the screens for a 3 month period where possible before We reclaim them for use on other orders. This is at Our discretion and We reserve the right to reclaim screens with Your designs at any time should it be necessary.

 

    1. If You are providing us with garments of Your own for Us to print, You should provide Us with an additional 2% overage in case of any errors or machine faults that cause damage to Your garments. Whilst all care and attention is given to ensure no mistakes are made, We are not responsible for any damages to supplied garments.

 

5.  QUALITY OF GOODS 

 

5.1 We shall manufacture, pack and supply the Goods within generally accepted industry standards and practices that are applicable.

 

5.2  The Goods supplied by Us under this agreement shall, on Delivery to You:

 

(a)  be of satisfactory quality and fit for any purpose held out by Us in writing; and

(b)  be free from defects in design, material and workmanship; and

(c)  comply with all applicable statutory and regulatory requirements.

 

6.  STOCK LEVELS  

We shall not be under any obligation to stock the entire range. If Our supplier has run out of stock on an item in Your order, We shall endeavor to inform You as soon as is reasonably possible and offer an alternative product of similar quality and value. We shall not be deemed liable to any delays from Our suppliers for goods contained in the Your order.

 

7.  PAYMENT  

 

7.1 IN FULL

Payment for the Goods shall be made prior to production of the Goods or prior to delivery/collection of the Goods (as agreed between the parties). If other payment terms have been agreed (such as 30 days net of invoice) any late payment shall accrue a daily interest rate of the charge of 8% above the Bank of England base rate. We reserve the right to claim payments under the Late Payments of Commercial Debts (Interest) Act 1998 and the Late Payments of Commercial Debts Regulation 2002 and any other relevant laws.

 

7.2 IN PART

a. We may agree to store part of the Goods until they are requested by You.

b. You can request part of the Goods (“Part Goods”) on an “as required” basis with each order issued being part of the total agreement for the Goods. Each order for Part Goods shall be subject to payment (terms as agreed between the parties) and any delivery costs as set out in clause 10 above.

b. You shall pay prior to production of the Goods or prior to delivery/collection of the Part Goods (as agreed between the parties) 25% of the quotation price or the cost of the Part Goods to be delivered/collected, whichever is the highest.

 

7.3  You are responsible for all credit risks arising out of the resale of the Goods and Your ability to collect the purchase price from Your customer shall not affect Your obligation to pay Our invoice when due.

 

8.  TURN AROUND TIMES

 

8.1  We undertake to turn around orders which require embroidery and print work within 10-15 working days plus Delivery time.

 

8.2 For orders of products with no decoration requirements, We undertake to turn around the product in 5 working days plus Delivery time.

 

8.3 We aim to meet deadlines You may request provided enough notice is provided, however, We are not liable for Our failure to meet any deadlines requested by You.

 

9.  STORAGE  

We shall store Your Goods in such a manner as to protect them from damage or deterioration.

 

10. DELIVERY

 

10.1 Our Delivery charges are as follows:

 

  1. £7.50 + VAT for orders below £180 inclusive of VAT to 1 location within mainland UK; or
  2. Free for orders above £180 inclusive of VAT to 1 location within mainland UK; or
  3. Delivery to Europe and the rest of the world is available at a higher charge, and a cost will be provided to You on enquiry.

 

10.2 All orders are sent on a standard next day Delivery basis where Delivery will be made between 9am and 5pm on a Business Day. Other Delivery options (such as a Saturday Delivery, pre-10am or next day) may be possible at a higher charge, and the cost will be provided to You on enquiry.

 

10.3 Should You fail to collect Your order from the courier and the Goods are returned to Us a second delivery charge of £7.50 + VAT (or as otherwise quoted) will be charged before Your order is re-sent for Delivery.

 

10.4 We are not liable for any loss or damage incurred through the Delivery company. If the goods are lost or damaged, We shall use our best endeavours to make an insurance claim from the courier and shall pass any monies received on to You with a 10% (+ VAT) deduction for administration costs.

 

11.  RETURNS AND REFUND POLICY

 

11.1 We will only accept the return of Goods providing the following applies:

 

  1. The Goods are not customised with any logos, names or other embellishments; and
  2. You request and return the Goods within 28 days of receiving them; and
  3. The Goods returned are in a resalable condition, unworn and with the tags still attached.
  4. There is an error with the customization in some way

 

11.2 Failure to meet the above criteria will result in a refusal of refund.

 

11.3 In case of Goods with customisation where the mistake is Our fault or if the Goods are deemed to be faulty, We will accept the return of the Goods provided we are notified within 7 days of receipt. In instances where an order is delivered with customization errors we reserve the right to correct these before offering a refund.

 

11.4 If You wish to return the Goods, You must contact Our customer service team on 01443 231724 or email info@cobra-workwear.co.uk with its order number and the reasons why You wish to return the Goods.

 

11.5 upon request We shall arrange for the collection of the Goods.  If you send the goods to Us, we shall not refund the cost of Your Delivery to Us.

 

11.6 Once We have received the Goods, We will then undertake an investigation to establish if the return is acceptable before issuing a refund. You shall be notified of Our decision and if applicable a refund will be processed. This can take up to 14 days to process.

 

11.7 We will only refund the cost of standard Delivery if clause 11.3 applies. Delivery preference requests such as pre 10am, next day or Saturday Delivery will be not refunded.

 

11.8 If Our investigation does not find that clause 11.3 applies, You shall not be issued a refund and We reserve the right to charge you for the cost of Us collecting the Goods.  If after our refusal to provide a refund, You wish the Goods to be returned to You, You shall pay the cost of Delivery as set out in clause 10.1 above together with 10% + VAT administration charge of the cost of the Goods.

 

11.9 If goods are ordered in error by the customer, we reserve the right to charge a £25.00 + VAT administration fee or 10% of the stock value, whichever is higher, at our discretion.

 

12.  LIMITATION OF LIABILITY  

12.1  This Clause 12 sets out the entire financial liability of the parties including any liability for the acts or omissions of their respective employees, agents and subcontractors to each other for:

(a)  any breach of this agreement however arising; or

(b)  any use made or resale of the Goods by Us, or of any product incorporating any of the Goods; or

(c)  any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

 

12.2  Nothing in this agreement limits or excludes a party’s liability for:

(a)  death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

(b)  fraud or fraudulent misrepresentation; or

(c)  breach of the terms implied by Statute.

 

12.3  Except as set out in Clause 12.2 neither party shall under any circumstances whatever be liable to the other, whether in contract, tort or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of use, loss of goodwill,  loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information, special, indirect or consequential damage suffered by the other party that arises under or in connection with this agreement.

 

12.4  Without prejudice to this Clause, Our total liability arising under or in connection with this agreement, whether arising in contract, tort or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the price of the Goods.

 

13.  TERMINATION  

 

13.1  Without affecting its other rights or remedies, either party may terminate this agreement, in so far as it is still in force, on giving at least one months’ written notice to the other party.

13.2  Without limiting its other rights or remedies, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

 

(a)  the other party commits a material breach of any other term of this agreement and that breach is irremediable or if that breach is remediable fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

(b)  the other party repeatedly breaches any of the terms of this agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or

(c)  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 inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) o 123(2); or

(d)  the other party begins 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 any of its creditors; or

(e)  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, limited liability partnership or partnership; or

(f)  an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

(g)  the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or

(h)  a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; or

(i)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 30 days; or

(j)  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.2(c) to Clause 13.2(i) inclusive; or

(k)  the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

(l)  there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

(m)  any Force Majeure Event prevents the other party from performing its obligations under this agreement for any continuous period of three months.

 

13.3 In any event, in so far as this agreement is still in force, this agreement shall terminate twelve months after the date of this agreement.

 

13.4  Without limiting its other rights or remedies, We may terminate this agreement with immediate effect by giving written notice to You if You fail to pay any amount due under the agreement on the due date for payment and remain in default not less than 7 days after being notified in writing to make such payment.

 

13.5  For the purposes of Clause 13.2(a) material breach means a breach including an anticipatory breach that is serious in the widest sense of having a serious effect on the benefit of which the terminating party would otherwise derive from a substantial portion of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

 

14.  OBLIGATIONS ON TERMINATION  

14.1  On termination of this agreement You shall:

(a)  immediately pay for any Goods that are still to be paid for in relation to this quotation; and

(b) if we still hold Goods in relation to this quotation, pay for Delivery as set out in clause 10 above ; and

(c) return to Us all equipment, materials and property belonging to Us and supplied to You in connection with this agreement;.

 

14.2 In compliance with clause 14.1 above, we shall Deliver any Goods still stored by Us in relation to this agreement.

 

14.3  We may enter any premises owned by You or of any third party where the Goods are stored to recover them, if You fail to comply promptly with Your obligations under this Clause.

 

15.  CONSEQUENCES OF TERMINATION  

 

15.1  Termination of this agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.

15.2  Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16.  GENERAL 

 

16.1  Force majeure.

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 30 days written notice to the affected party.

 

16.2  Rights and remedies.

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

16.3  No partnership or agency.

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person

 

16.4  Entire agreement.

(a)  This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty whether made innocently or negligently that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

(c)  The terms of this agreement shall prevail if there is any inconsistency between any of the provisions of this agreement and any document issued You.

 

16.5  Variation.

No variation of this agreement shall be effective unless it is in writing and signed by the parties.

 

16.6 Waiver.

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

 

(a)  constitute a waiver of that or any other right or remedy; nor

(b)  prevent or restrict the further exercise of that or any other right or remedy.

 

16.7  Severance.

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

 

16.8  Notices.

(a)  Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

(b)  A notice or other communication shall be deemed to have been received:if delivered personally, when left at the address referred to in Clause 16.8(a) if sent by pre-paid first class post or other next working day delivery service, 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; or, if sent by email, one Business Day after transmission.

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

 

16.9  Third party rights.

No one other than a party to this agreement shall have any right to enforce any of its terms.

 

16.10  Governing law.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

 

16.11  Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.

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