Terms and Conditons of Sale (B2B Goods - Online and Offline Services)
1. Interpretation
- The following definitions and rules of interpretation apply in these
- Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Call-Off Goods: Goods shipped by CEC in response to a Call-Off Request.
Call-Off Confirmation: CEC’s confirmation setting out the quantity of Goods shipped/made available for collection, the price of those Goods and the specific terms for delivery/collection of the Goods.
Call-Off Request: the Customer’s request for Goods to be shipped to the Customer or made available for collection by the Customer (or its nominated representative).
CEC: Cutting Edge Carbide Limited registered in England and Wales with company number 03331813.
Collection Location: CEC’s premises or such other location as may be advised by CEC. Conditions: these terms and conditions as amended from time to time in accordance with clause 19.11.
Contract: the contract between CEC and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control will be construed accordingly.
Customer: the person or firm who purchases the Goods and/or Services from CEC.
Deliverables: any deliverables set out in the Order.
Delivery Location: the location set out in the Order or such other location as the parties may agree.
Force Majeure Event: an event or circumstance beyond a party's reasonable control including (without limitation) acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on the existence of the Force Majeure Event, or companies in the same group as that party), non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on the existence of the Force Majeure Event) and interruption or failure of utility service.
Goods: the goods (or any part of them) set out in the Order (including any Call-Off Goods, if applicable).
Goods Specification: the specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and CEC.
Incoterms: Incoterms 2020 (International Chamber of Commerce) or any later version of Incoterms as CEC may stipulate from time to time.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s online order submitted via CEC’s website, the Customer's purchase order form, the Customer's written acceptance of CEC’s quotation, or overleaf, as the case may be.
Services: the services, including the Deliverables, supplied by CEC to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by CEC to the Customer.
- A reference to:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision;
- any words following the terms including or include or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those
- writing or written includes email but not
2. Basis of Contract
- These Conditions apply in all circumstances when CEC and the Customer are trading with each other in the course of their respective businesses. The Customer may place orders for Goods either online via CEC’s website or offline by contacting CEC. The Customer may only order Services offline, by contacting CEC.
- The Customer may direct any queries or concerns relating to an Order or any other matter relevant to the Contract or sales to: sales@cuttingedgecarbide.co.uk
- The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these
- The Order will only be deemed to be accepted when CEC issues written acceptance of the Order at which point and on which date the Contract will come into existence (Commencement Date).
- Any samples, drawings, descriptive matter or advertising issued by CEC and any descriptions of the Goods or illustrations or descriptions of the Services contained in CEC’s catalogues or brochures or on CEC’s website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They will not form part of the Contract nor have any contractual
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of
- A quotation for the Goods and/or Services given by CEC will not constitute an All quotations are subject to availability of and cost to CEC of Goods and/or the provision of Services and may be withdrawn or amended by CEC at any time and are therefore non-binding.
- All of these Conditions will apply to the supply of both Goods and Services except where application to one or the other is
- The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these
3. Specifications
- The parties will use reasonable endeavours to agree the Goods Specification and, if applicable, the Services Specification.
- If the parties cannot agree on the Goods Specification or the Services Specification, without prejudice to any other rights or remedies CEC may have, CEC may cancel the Customer’s Order without liability. The Customer will pay CEC on a time and materials basis fair and reasonable compensation for any work in progress on or in relation to the Goods/Services at the time of termination and management time incurred by CEC in relation to that Order prior to the time of termination including (without limitation) the cost of any Goods already purchased or commissioned for manufacture, but whilst such compensation will not include loss of profits in relation anything which CEC would have done under the Contract had this not been terminated,
it is agreed that CEC will be entitled to its usual margin on all work it has carried out up to termination.
4. Goods
- The Goods are described in the Goods Specification or, in relation to online orders, in the description(s) of the Goods on CEC’s
- Images of the Goods (and any Goods’ packaging) on CEC’s website or in any of CEC’s sales brochures or other literature are for illustrative purposes
- To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer will indemnify CEC against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by CEC arising out of or in connection with:
- any claim made against CEC for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with CEC’s use of the Goods Specification;
- personal injury, loss or damage to property arising from the use of the Goods except to the extent that such injury, loss or damage is solely attributable to the negligence or default of CEC or CEC’s employees or
- Clause 3 will survive termination of the Contract.
- If required by any applicable statute, regulation or law, CEC reserves the right to amend the Goods Specification for the purposes of achieving compliance or to cease working on an Order if In these circumstances, to the extent legally possible, CEC will raise any such issue promptly with the Customer and the parties will work together using reasonable endeavours to agree a solution, including an amended Goods Specification if necessary. CEC reserves the right to increase the price of the Goods if any such solution or amendment to the Goods Specification results in increased costs to CEC.
- Any advice or recommendations given by CEC or its employees or agents relating to the suitability of the Goods is supplied in good faith but the Customer must satisfy itself that the Goods are suitable for the intended purpose.
- All sizes, weights, capacities, dimensions and measurements indicated on CEC’s website and in its brochures and other sales literature are for illustrative purposes and are therefore non-binding.
5. Call-Off Goods
- If CEC’s acceptance of the Customer’s Order pursuant to clause 4 confirms that the Goods will be delivered (or made available for collection) by instalments pursuant to Call-Off Requests, this clause 5 will apply.
- Following receipt of a Call-Off Request, CEC will issue to the Customer a Call-Off
- CEC may invoice the Customer based on that Call-Off Confirmation on or at any time after completion of delivery/collection of the Call-Off
- If during the period stated in CEC’s acceptance of the Customer’s Order pursuant to clause 4 or the period of 12 months from the date of CEC’s acceptance of the Customer’s Order pursuant to clause 2.4 (whichever period is shorter) (Call-Off Period), the Customer has not submitted a Call-Off Request in relation to all Goods ordered pursuant to the Customer’s Order, CEC will:
- issue a Call-Off Confirmation for any remaining Goods not subject to a Call-Off Request on expiry of the Call-Off Period;
- deliver the Goods to the Customer or make them available for collection (at CEC’s election); and
- raise an invoice for those
- The Customer will pay invoices raised by CEC pursuant to this clause 5 in accordance with clause 13.
6. Delivery and Collection
- If CEC’s acceptance of the Customer’s Order pursuant to clause 4 confirms that Incoterms will apply to the Order, the relevant stated Incoterm will apply. In that case, if there is any conflict
between the Contract and Incoterms, Incoterms will prevail to the extent required to resolve the conflict.
- CEC reserves the right at any time to refuse to make delivery of the Goods if in its sole opinion the storage and offloading facilities proposed by the Customer are unsafe or inadequate for the All reasonable costs incurred by CEC in attempting to make delivery in these circumstances will be for the account of the Customer. Delivery of the Goods by CEC or CEC’s agent for such delivery will in no way constitute a commitment or representation by CEC as to the suitability of the Customer’s storage or offloading facilities.
- It is the Customer’s responsibility to check that the Goods delivered by CEC/made available for collection match the Goods ordered before putting such Goods to CEC will not be responsible for any liabilities, costs, expenses, damages or losses incurred by the Customer if the Customer does not check the Goods in this way. In the event of an inconsistency between the Goods (as ordered) and the goods actually delivered/collected (e.g. the wrong products are delivered or made available for collection), the Customer will notify CEC immediately on discovery and CEC will contact the Customer to arrange re-delivery/collection of the Goods as soon as reasonably practicable following notification of the inconsistency. The incorrect goods will be collected by or returned to CEC (at CEC’s option) at CEC’s cost and the Customer will co-operate with CEC in this respect.
- It is the Customer’s responsibility to check that the Goods delivered by CEC/made available for collection:
- meet all applicable required standards including (without limitation) the Customer’s requisite quality standards; and
- are fit for purpose,
before putting such Goods to use. CEC will not be responsible for any liabilities, costs, expenses, damages or losses incurred by the Customer if the Customer does not check the Goods in this way.
- If CEC has agreed to deliver the Goods:
- CEC will deliver the Goods to the Delivery Location;
- the risk in the Goods will pass to the Customer on completion of delivery; and
- delivery is completed on the completion of the unloading of the Goods at the Delivery
- If CEC has agreed that the Customer may collect the Goods:
- the Customer will collect the Goods from the Collection Location within 5 Business Days of CEC notifying the Customer that the Goods are ready for collection;
- the risk in the Goods will pass to the Customer on collection; and
- collection is completed on the completion of loading of the Goods at the Collection
- Any dates quoted (or shown on CEC’s website during the check-out process) for delivery/collection of Goods are approximate only, and the time of delivery/collection is not of the CEC will not be liable for any delay in delivery of the Goods or making the Goods available for collection that is caused by a Force Majeure Event or the Customer's failure to provide CEC with adequate delivery instructions or any other instructions or information that are relevant to the supply of the Goods.
- The Customer acknowledges that since CEC does not manufacture the Goods, it is reliant upon its suppliers and if a there is a delay with the supplier’s manufacture and supply then that will have the resultant effect of delaying CEC’s supply of Goods and/or Services to the
- If the Customer wishes to change a pre-agreed delivery/collection date then it must give CEC 72 hours’ notice. The Customer will pay CEC’s costs in connection with such a request including (without limitation) storage and re-delivery costs.
- The Customer will not be liable for the price of and CEC will refund any amount paid in respect of Goods, which CEC fails to deliver or make available for collection. Subject only to clause 16 but notwithstanding any other provision of these Conditions or the Contract, CEC’s further liability in respect of such failure will be limited to the lesser of the costs and expenses incurred by the
Customer in obtaining replacement goods of similar description and quality at the cheapest price available and 10% of the price of the Goods in respect of which such failure occurred. However, CEC will have no liability for any failure to deliver Goods or make the Goods available for collection to the extent that such failure is caused by a Force Majeure Event or any breach or failure by the Customer.
- If the Customer fails to take or accept delivery of the Goods within 5 Business Days of CEC notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or CEC’s failure to comply with its obligations under the Contract:
- delivery/collection of the Goods will be deemed to have been completed at 00 am on the fifth Business Day after the day on which CEC notified the Customer that the Goods were ready for delivery/collection; and
- CEC will store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
- If 10 Business Days after the day on which CEC notified the Customer that the Goods were ready for delivery or collection, the Customer has not taken or accepted delivery of them, CEC may resell or otherwise dispose of part or all of the
- CEC may deliver the Goods or make the Goods available for collection by instalments, which will be invoiced and paid for Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.
- All deliveries and collections must be signed for as confirmation of receipt and acknowledgement that the correct number of items have been delivered/collected.
7. Overseas Delivery
CEC may at its discretion agree to deliver Goods to addresses outside of the United Kingdom. However, there are restrictions on some Goods for certain international delivery destinations and it is the Customer’s responsibility to ascertain information about the existence and applicability of such restrictions. If the Customer orders Goods for delivery outside of the United Kingdom, that order may be subject to import duties and taxes which are applied when the delivery reaches that destination. CEC has no control over these charges and cannot predict their amount. The Customer will be responsible for payment of any such import duties and taxes. The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. CEC will not be liable or responsible if the Customer breaks any such law.
8. Quality of Goods
- The Customer acknowledges that CEC is not the manufacturer of the Goods. CEC will use all reasonable endeavours to pass on to the Customer the benefit of any applicable manufacturer warranty in connection with the
- CEC warrants that on delivery/collection the Goods will:
- conform in all material respects with their description and any applicable Goods Specification; and
- be free from material defects in design, material and
- Subject to clause 5, if:
- the Customer gives notice in writing to CEC within 5 days of delivery or collection (and within 24 hours of delivery or, as the case may be collection, if the alleged defect is apparent on visual inspection) that some or all of the Goods do not comply with the warranty in clause 2;
- CEC is given a reasonable opportunity of examining such Goods; and
- the Customer (if asked to do so by CEC) returns such Goods to CEC’s place of business at the Customer's cost,
CEC will, at its option, repair or replace any Goods it agrees are defective.
- If the Customer fails to give notice of rejection in accordance with this clause 8, it will be deemed to have accepted these
- CEC will not be liable for the Goods' failure to comply with the warranty in clause 2 if:
- the Customer makes any further use of such Goods after giving a notice in accordance with clause 3;
- the defect arises because the Customer failed to follow CEC’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises as a result of CEC following any drawing, design or Goods Specification supplied by the Customer;
- the Customer alters or repairs such Goods without the written consent of CEC;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
- the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory
- Except as provided in this clause 8, CEC will have no liability to the Customer in respect of the Goods' failure to comply with the warranty in clause 1.
- These Conditions will apply to any repaired or replacement Goods supplied by
9. Title and Risk
- Title to the Goods will not pass to the Customer until the earlier of:
- CEC receiving payment in full (in cash or cleared funds) for the Goods and any other goods that CEC has supplied to the Customer in respect of which payment has become due, in which case title to the Goods will pass at the time of payment of all such sums; and
- the Customer reselling the Goods, in which case title to the Goods will pass to the Customer at the time specified in clause 3.
- Until title to the Goods has passed to the Customer, the Customer will:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as CEC’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on CEC’s behalf from the date of delivery;
- notify CEC immediately if it becomes subject to any of the events listed in clause 1.2 to clause 17.1.4; and
- give CEC such information as CEC may reasonably require from time to time relating to:
- the Goods; and
- the ongoing financial position of the
- Subject to clause 4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before CEC receives payment for the Goods. However, if the Customer resells the Goods before that time:
- it does so as principal and not as CEC’s agent; and
- title to the Goods will pass from CEC to the Customer immediately before the time at which resale by the Customer occurs.
- At any time before title to the Goods passes to the Customer, CEC may:
- by notice in writing, terminate the Customer's right under clause 3 to resell the Goods or use them in the ordinary course of its business; and
- require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover
10. Performance of Services
- CEC will perform the Services to the Customer in accordance with the Service Specification in all material
- CEC will use all reasonable endeavours to meet any performance dates for the Services specified in the Services Specification or otherwise agreed in writing, but any such dates will be estimates only and time will not be of the essence for the performance of the
- If required by any applicable statute, regulation or law, CEC reserves the right to amend the Services Specification to the extent required to achieve compliance or to cease providing In these circumstances, to the extent legally possible, CEC will raise any such issue promptly with the Customer and the parties will work together using reasonable endeavours to agree a solution, including an amended Services Specification if necessary. CEC reserves the right to increase the price of the Services if any such solution or amendment to the Services Specification results in increased costs to CEC.
- CEC warrants to the Customer that the Services will be provided using reasonable care and
- If the Customer wishes to change a pre-agreed date for the performance of the Services then it must give CEC 72 hours’ notice. The Customer will pay CEC’s costs in connection with such a
11. Customer's Obligations
- The Customer will:
- ensure that the terms of the Order, the Goods Specification and the Services Specification are complete and accurate;
- check any Order submitted online carefully before the same is submitted to ensure that it is complete and accurate;
- co-operate with CEC in all matters relating to the Services;
- provide CEC, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by CEC to provide the Services;
- provide CEC with such information and materials as CEC may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- if applicable, prepare the Customer's premises for the supply of the Services;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with all applicable laws, including health and safety laws;
- keep all materials, equipment, documents and other property of CEC (CEC Materials) at the Customer's premises in safe custody at its own risk, maintain CEC Materials in good condition until returned to CEC, and not dispose of or use CEC Materials other than in accordance with CEC’s written instructions or authorisation; and
- comply with any additional obligations as set out in the Service Specification and the Goods
12. Delays
- If CEC’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, CEC will have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays CEC’s performance of any of its obligations;
- CEC will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CEC’s failure or delay to perform any of its obligations as set out in this clause 12; and
- the Customer will reimburse CEC on written demand for any costs or losses sustained or incurred by CEC arising directly or indirectly from the Customer Default.
13. Charges and Payment
- If the Customer has ordered Goods offline, the price for Goods will be the price set out in CEC’s written acceptance of the Order given pursuant to clause 4 and will be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which will be invoiced to the Customer in addition.
- If the Customer has ordered Goods online, the price for the Goods will be as quoted on CEC’s website at the time the Customer submits its Order and will be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which will be charged to the Customer in Such charges will be as advised to the Customer during the check-out process, before the Customer confirms its Order.
- A large number of Goods are sold through CEC’s It is always possible that, despite CEC’s reasonable efforts, some of the Goods on CEC’s website may be incorrectly priced. If CEC discovers an error in the price of the Goods the Customer has ordered CEC will contact the Customer and give the Customer the option of continuing to purchase the Goods at the correct price or cancelling its Order. CEC will not process the Order until the Customer’s instructions have been received. If CEC is unable to contact the Customer using the contact details provided by the Customer during the order process, CEC will treat the Order as cancelled and notify the Customer. If CEC mistakenly accepts and processes an Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, CEC may cancel supply of the Goods and refund the Customer any sums already paid.
- In relation to Orders placed offline, CEC reserves the right to increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to CEC that is due to:
- any factor beyond the control of CEC (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, the Services ordered or the Goods Specification or Services Specification; or
- any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give CEC adequate or accurate information or instructions in respect of the Goods or
- For Orders placed online, the Goods may be paid for by PayPal, debit card or credit Payment for all Goods ordered online and all applicable charges is in advance.
- In respect of Goods ordered offline, CEC will invoice the Customer on or at any time after completion of delivery/collection.
- In respect of Services, CEC will invoice the Customer on completion of the Services, unless otherwise
- The Customer will pay each invoice submitted by CEC:
- within 30 days of the date of the invoice or in accordance with any credit terms agreed by CEC and confirmed in writing to the Customer; and
- in full and in cleared funds to a bank account nominated in writing by CEC, and time for payment will be of the essence of the
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by CEC to the Customer, the Customer will, on receipt of a valid VAT invoice from CEC, pay to CEC such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or
- If the Customer fails to make any payment due to CEC under the Contract by the due date for payment, then the Customer will pay interest on the overdue amount at the greater of 5% per annum above the Bank of England’s base rate from time to time and the High Court judgment rate from time to Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer will pay the interest together with the overdue amount.
- The Customer will 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). CEC may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by CEC to the Customer.
14. Data Protection
Each party will, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including
(i) the Data Protection Act 2018 and any successor UK legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK). Each party will ensure that it has all necessary consents and notices in place to enable the lawful transfer of personal data to the other for the purposes of each party fulfilling its obligations under the Contract. Neither party will use or disclose personal data provided to it by the other in connection with the Contract other than for the purpose of fulfilling the Contract.
15. Intellectual Property Rights
- All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by
- CEC grants to the Customer, or will procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its The Customer will not sub-license, assign or otherwise transfer the rights granted by this clause 15.2.
- The Customer grants CEC a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to CEC for the term of the Contract for the purpose of providing the Services to the
- The Customer will not receive any Intellectual Property Rights in the Goods by virtue of the Contract save for a non-exclusive, non-transferable, royalty-free licence to use the Goods for the purposes of its
16. Limitation of Liability
- The restrictions on liability in this clause 16 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
- defective products under the Consumer Protection Act
- Subject to clause 2, CEC’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will in no circumstances exceed the price of the Goods and/or Services ordered.
- Subject to clause 2, the following types of loss are wholly excluded by CEC:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- indirect or consequential
- CEC has given commitments as to compliance of the Goods and Services with relevant specifications in clauses 8 and 10. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the
- This clause 16 will survive termination of the
17. Termination
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in
- Without affecting any other right or remedy available to it, CEC may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer fails to pay any amount due under the Contract on the due date for payment; or
- there is a change of Control of the
- Without affecting any other right or remedy available to it, CEC may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and CEC if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 1.2 to clause 17.1.4, or CEC reasonably believes that the Customer is about to become subject to any of them.
18. Consequences of Termination
- On termination of the Contract:
- the Customer will immediately pay to CEC all of CEC’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, CEC will submit an invoice, which will be payable by the Customer immediately on receipt;
- the Customer will immediately pay for any Goods ordered by the Customer in the manner described in clause 1;
- the Customer will return all of CEC Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then CEC may enter the Customer's premises and take possession of Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
- Termination or expiry of the Contract will not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or
- Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry will continue in full force and
19. General
- Dispute
- An Expert is a person appointed in accordance with this clause 1.1 to resolve any disagreement between the parties as to whether the Goods comply with the warranties at clause 8.2. Where under the Contract a party wishes to refer a matter to an Expert, the parties will first agree on the appointment of an independent Expert and agree with the Expert the terms of his appointment. If the parties are unable to agree on an Expert or the terms of the Expert's appointment within 7 days of either party serving details of a suggested expert on the other, either party will then be entitled to request the Centre for Effective Dispute Resolution (CEDR) to appoint a suitable and appropriate Expert with the required expertise. The Expert is required to prepare a written decision including reasons and give notice of the decision to the parties within a maximum of 3 months of the matter being referred to the Expert. If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required, then either party may apply to CEDR to discharge the Expert and to appoint a replacement Expert with the required expertise and this clause 19.1.1 will apply to the new Expert as if they were the first Expert appointed. Each party will with reasonable promptness supply each other with all information and give each other access to all documents, personnel and things as the other party may reasonably require to make submissions to the Expert. The Expert will act as an expert and not as an arbitrator. The Expert will determine the matters referred to the Expert under the Contract. The Expert's written decision on the matters referred to the Expert will be final and binding on the parties in the absence of manifest error or fraud. All matters concerning the process and result of the determination by the Expert will be kept confidential among the parties and the Expert. Each party will act reasonably and co- operate to give effect to the provisions of this clause 19.1.1 and otherwise do nothing to hinder or prevent the Expert from reaching their determination. The Expert and CEDR will have no liability to the parties for any act or omission in relation to this appointment, save in the case of bad faith.
- If any other dispute arises in connection with the Contract or these Conditions, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by To initiate the mediation a party must give notice in writing (ADR notice) to the other party the dispute, referring the dispute to mediation. If there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 14 days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice.
- For the avoidance of doubt, clause 1 will not prevent CEC from immediately initiating court proceedings to seek any interim relief (including injunctive relief) or take advantage of any applicable time limitation.
- Each party undertakes that it will not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by this clause 19.2. Each party may disclose the other party's confidential information (i) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 19.2. No party will use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- Force Majeure. CEC will not be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure In such circumstances CEC will be entitled to a reasonable extension of the time for performing such obligations.
- Assignment and other CEC may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
- Any formal notice given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any such formal notice will be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address and (ii) 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. This clause 19.5 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. A notice given under the Contract is not valid if sent only by email.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 19.6 the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
- No failure or delay by a party to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
- No partnership or agency. Nothing in the Contract is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other
- Entire agreement. The Contract 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 Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this clause 19.9 will limit or exclude any liability for fraud.
- Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
- Except as set out in these Conditions, no variation of the Contract will be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
- Governing law and jurisdiction. The Contract and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or
