These legal terms and conditions (“Terms”) will apply to any contract between us for the sale of our products (“Products”) and/or provision of services to you (“Contract”) including Products that are custom designed and/or custom manufactured to any agreed specification (“Customised Products”). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site or otherwise.
You should print a copy of these Terms or save them to your computer for future reference. We amend these Terms from time to time as set out in clause 4. Every time you wish to order Products, please check these Terms to ensure you understand the terms and conditions which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1) INFORMATION ABOUT US
1.1) We are Cambrionix Limited, a company registered in England and Wales under company number 06210854 and our registered office and trading address is St John’s Innovation Centre, Cowley Road, Cambridge CB4 0WS. Our VAT number is GB972164510.
1.2) You may contact us by telephoning our customer service team at +44 (0) 1223 422 249 or by emailing us at email@example.com. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 15.
2) CUSTOMER WARRANTIES AND CONFIRMATIONS
2.1) You warrant and confirm that you:
2.1.1) have authority to bind any business on whose behalf you purchase our Products either through our site or otherwise;
2.1.2) are purchasing for business purposes and are not a consumer as defined by the relevant legislation; and
2.1.3) will not use any of the Products for military or weapons application or in life-critical applications such as, but not limited to, medical devices and you indemnify us and hold us harmless from any liability or damages arising out of any such prohibited use of such Products that you have purchased.
2.2) These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
2.3) You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
2.4) You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
3) HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1) These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2) Your order for Products as set out in your written acceptance of our quotation for such Products (“Order”) constitutes an offer by you to purchase the Products in accordance with these Terms. You are responsible for ensuring that the terms of the Order and any applicable specification are complete and accurate.
3.3) The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence.
3.4) Any samples, drawings, designs, schematics, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
3.5) A quotation for the Products given by us shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
4) OUR RIGHT TO VARY THESE TERMS
4.1) We may amend these Terms from time to time.
4.2) Every time you order Products from us, the Terms in force at the time of your Order will apply to the Contract between you and us.
4.3) We may revise these Terms as they apply to your Order from time to time to reflect changes in relevant laws and regulatory requirements.
4.4) If we have to revise these Terms as they apply to your Order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return any relevant Products you have already received and we will arrange a full refund of the price you have paid.
5.1) Unless otherwise agreed by us in writing, we will contact you with an estimated delivery date (“Estimated Delivery Date”). Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens.
5.2) Delivery of a Product in respect of an accepted Order shall be completed when we deliver the Product(s) to the address you gave us and the Product(s) will be your responsibility from that time.
5.3) Unless otherwise agreed by us in writing, the delivery of a Product shall be deemed completed at 9am on the seventh day following the Estimated Delivery Date pursuant to clause 5.1 unless you notify us in writing within 30 days of the Estimated Delivery Date that such delivery has not taken place. You may not claim that we have failed to make delivery unless you have made written notification within the time mentioned above.
5.4) We make every effort to deliver our Products promptly, but the Estimated Delivery Date is not guaranteed and time of delivery is not of the essence. Delays in the delivery of a Product shall not entitle you to:
5.4.1) refuse to take delivery of any such Product;
5.4.2) claim damages; or
5.4.3) terminate this agreement.
5.5) We shall have no liability for any failure or delay in delivering any Product to the extent that such failure or delay is caused by your failure to comply with your obligations under this agreement.
6) ACCEPTANCE, DEFECTIVE PRODUCTS AND WARRANTY CLAIMS
6.1) We warrant that the Products supplied to you by us under this agreement shall conform in all material respects to any agreed written specification specifically contained or referred to in the accepted Offer (“Specification”), and shall be free from significant defects in design, material and workmanship and remain so for 12 months after Delivery.
6.2) The warranty contained in clause 6.1 is subject to this clause 6 and clause 13.
6.3) If any Product does not comply with clause 6.1 we may, at our option, either replace or repair such Product without further charge to you provided that:
6.3.1) written notice of rejection by you is given to us:
184.108.40.206) in the case of a defect that is apparent on normal visual inspection, within seven days of delivery;
220.127.116.11) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
6.3.2) subject to our consent and direction, you return such Product to us for tests and fault evaluation; and
6.3.3) none of the events listed in clause 6.5 apply.
6.4) If you fail to give a notice of rejection in accordance with clause 6.3 you shall be deemed to have accepted such Products.
6.5) We shall not be liable for Products’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.5.1) you make any further use of such Products after giving notice in accordance with clause 6.3;
6.5.2) the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
6.5.3) the defect arises as a result of us following any drawing, design or specification supplied by you;
6.5.4) alteration or repair of such Products without our written consent;
6.5.5) the Product shows evidence of having been tampered with or damaged as a result of misuse or other operating conditions contrary to our authorisation or advice;
6.5.6) the defect arises as a result of wilful damage, negligence, incompetence, misuse, abuse mishandling, inappropriate or improper interfacing, operation beyond design specification or abnormal storage or working conditions;
6.5.7) we have not been afforded the opportunity to advise further where questions arise in relation to the suitability of the Products for their intended application; or
6.5.8) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.6) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.7) The terms of this agreement shall apply to any repaired or replacement Products supplied by us.
6.8) The Products shall be as described in any Specification that is specifically contained or referred to in the accepted Order.
6.9) Except as provided in this clause 6, we shall have no liability to you in respect of the Products’ failure to comply with the warranty set out in clause 6.1.
6.10) In the exceptional circumstances in which we agree that modifications may be carried out by you, we reserve the right to amend the terms of our warranty at our sole discretion and/or to charge for advisory services, and you agree to this condition prior to making any such modifications.
7. TITLE AND RISK
7.1) Risk in the Products shall pass to you on delivery pursuant to either clauses 5.2 or 5.3.
7.2) Title to the Products shall not pass to you until we receive payment in full (in cash or cleared funds) for such Products and all other sums which are or which become due to us from you, in which case title to such Products shall pass at the time of payment of all such sums.
7.3) Until title to the Products has passed to you, you shall:
7.3.1) store such Products separately from all other goods held by you so that they remain readily identifiable as our property; and
7.3.2) not remove, deface or obscure any identifying mark or packaging on or relating to such Products.
7.4) If before title to the Products passes to you, you become subject to any insolvency related event (including but not limited to being unable to pay your debts as they fall due or your admission of an inability to pay your debts or you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986) then, without limiting any other right or remedy we may at any time:
7.4.1) require you to deliver up all Products in your possession which have not been resold, or irrevocably incorporated into another product; and
7.4.2) if you fail to do so promptly, enter any your premises or of any third party where the relevant Products are stored in order to recover them.
8) INTELLECTUAL PROPERTY RIGHTS
8.1) You irrevocably confirm and acknowledge that:
8.1.1) subject to any licensing or third party rights, we are the sole legal and beneficial owner of all of the intellectual property rights including but not limited to any patent, trade mark, registered design, copyright and topography rights (“Intellectual Property Rights”) relating to the Products, including Customised Products;
8.1.2) notwithstanding any other provisions of these Terms, title in any software program that forms part of the Products purchased is retained by us and will not pass to you. Such software programs may only be used by you and a nonexclusive licence is hereby granted for the use by you of the Products and any software must not be copied or altered or otherwise modified in any way.
8.2) To the extent that the Products are to be manufactured in accordance with a specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us including, without limitation, for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of such specification. This clause 8.2 shall survive termination of this Contract.
9) CUSTOMISED PRODUCTS
9.1) This clause 9 applies to any Customised Products in addition to the remainder of the Terms.
9.2) All Intellectual Property Rights in or arising out of or in connection with the Customised Products shall be owned by us and we shall be free to use any such Intellectual Property Rights at our discretion at any time in any manner.
9.3) All materials, equipment, documentation (including originals and copies) and other property related to the design, manufacture and modification of the Products shall be our exclusive property and owned by us.
9.4) You shall not have the right to cancel the Order from the time we accept the Order in accordance with clause 3.3 and you shall be liable in full for payment of the Order from such time. Without prejudice to the foregoing, cancellation of the Order by you will only be accepted at our discretion and on the condition that any cost, charges and expenses already incurred (including any charges that will be levied by a subcontractor on account of their expenses, work or cancellation conditions) by us will be reimbursed by you to us on demand.
9.5) Unless otherwise agreed in writing by us, receipt of payment for the design work and/or a minimum order quantity of Customised Products as specified by us is required in cleared funds by us in advance of the design and manufacture of the Customised Products. We may cancel an Order in respect of which payment is not received within 30 days of the date of acceptance of the Order.
9.6) We may subcontract any service in respect of the Customised Products to any person.
9.7) If any modifications or variations to either the design or manufacture of the Customised Product (“Modifications”) are required then, if we accept the Modifications, we reserve the right to increase the price of the Customised Product accordingly. We shall give you written notification of any such increase and if such increase is not acceptable you shall notify us accordingly in writing in seven days from the date of receipt of our written notification, in which case the Modifications shall not apply. If you do not notify us within such time then you will be deemed to have accepted such price increase on the seventh day from the date of receipt of our written notification and you shall be liable for such additional amount.
9.8) We may require payment in advance in respect of any Modifications as a condition of carrying out the Modifications.
9.9) You shall keep in strict confidence all technical or commercial know-how, specifications, designs, schematics, inventions, processes or initiatives which have been disclosed to you by us, our employees, agents or subcontractors, and any other confidential information concerning our business, products and services which you may obtain. You shall only disclose such confidential information to your employees, agents and subcontractors who need to know it for the purpose of discharging your obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. You may also disclose such of our confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.
10) INTERNATIONAL DELIVERY
10.1) Subject to our written agreement, we may deliver to countries outside the UK (“International Delivery Destinations”). However, we reserve the right at any time to revoke such agreement and, if no alternative delivery destination cannot be agreed between us then we will refund the price you have paid, including any delivery charges.
10.2) If we agree delivery to an International Delivery Destination, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
10.3) You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your Order.
10.4) You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
11) PRICE OF PRODUCTS AND DELIVERY CHARGES
11.1) The price of the Products shall be the price set out in the Order.
11.2) We may, by giving notice to you at any time up to 5 days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
11.2.1) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
11.2.2) any request by you to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
11.2.3) any delay caused by any of your instructions or failure of you to give us adequate or accurate information or instructions.
11.3) The price of the Products is exclusive of the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to you. In addition, the price of the Products is exclusive of import duties and taxes and you shall be responsible for such amount as per clause 10.3 above.
11.4) The price of the Products is exclusive of amounts in respect of value added tax (“VAT”). You shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products.
12) HOW TO PAY
12.1) Unless otherwise agreed in writing by us, you can only pay for Products using a debit card, credit card or by way of electronic bank transfer.
12.2) Unless otherwise agreed in writing by us, receipt of payment for the Products and all applicable delivery charges is required in cleared funds by us in advance of the despatch of the Product(s) to you. We may cancel an Order in respect of which payment is not received within 30 days of the date of acceptance of the Order.
12.3) All invoices rendered by us shall be paid in full within 30 days, without prejudice to the terms above.
12.4) If you fail to make any payment due to us under this Contract by the due date for payment, then, without limiting any other remedies we may have, you shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
12.5) You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may, at any time, without limiting any other rights or remedies that we may have, set off any amount owing to us by you against any amount payable by us to you.
13) OUR LIABILITY
13.1 ) Nothing in these Terms limits or excludes our liability for:
13.1.1) death or personal injury caused by our negligence;
13.1.2) fraud or fraudulent misrepresentation; or
13.1.3) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
13.2) Subject to clause 13.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
13.2.1) any loss of profits, sales, business, or revenue;
13.2.2) loss or corruption of data, information or software;
13.2.3) loss of business opportunity;
13.2.4) loss of anticipated savings;
13.2.5) loss of goodwill; or
13.2.6) any indirect or consequential loss.
13.3) Subject to clause 13.1, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
13.4) Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
13.5) For the avoidance of doubt, we shall not be liable in relation to any loss or damage that may result from the use of the Products other than to the extent set out in these Terms.
14) EVENTS OUTSIDE OUR CONTROL
14.1) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 14.2.
14.2) An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
14.3) If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
14.3.1) we will contact you as soon as reasonably possible to notify you; and
14.3.2) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
15) COMMUNICATIONS BETWEEN US
15.1) When we refer, in these Terms, to “in writing”, this will include email and “Business Day” shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
15.2) Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or email.
15.3) A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; 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 or if sent by email, one Business Day after transmission.
15.4) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16) OTHER TERMS
16.1) We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
16.2) You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
16.3) This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.4) If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16.5) A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.6) We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).