Subject to these Conditions, Cammegh agrees to deliver goods ordered by the Buyer from time to time out of Cammegh’s current product range ("Cammegh Products") as advised in quotes, catalogues, on websites or other forms of information provided by Cammegh.
1. DEFINITIONS AND INTERPRETATION
1.1. In these Conditions ‘Cammegh’ shall mean Cammegh Limited and the ‘Buyer’ shall mean the party purchasing Cammegh Products from Cammegh.
1.2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3. Order shall mean an order of Cammegh Products submitted by the Buyer.
1.4. Order Confirmation shall mean a written confirmation by a director of Cammegh.
1.5. The INCOTERMS 2000 shall apply as far as referred to in the Order Confirmation or in these Conditions subject to express written agreement to the contrary.
2. CONTRACT TERMS
2.1. These Conditions shall be incorporated into the contract of sale for such Order and (save as expressly agreed by Cammegh in writing) no other conditions contained in any letter, order form, receipt or the like received by Cammegh in connection with any such order shall form part of a contract made in respect of Cammegh Products. No variation to these Conditions or to any contract into which they are incorporated shall be binding unless confirmed in writing by a director of Cammegh (‘Order Confirmation’). It is the Buyer’s responsibility to obtain the Order Confirmation.
2.2. Cammegh will make every effort to keep to delivery and shipment dates specified by it in any Order Confirmation. However, time shall not be of the essence and Cammegh will not be responsible for any loss or damage which may result from late or non delivery.
A quotation is for information only and is binding on Cammegh only if and to the extent that it is incorporated in any Order Confirmation. All prices quoted are exclusive of VAT.
4. PRICE VARIATIONS
Unless otherwise confirmed in writing, Cammegh reserves the right to charge the price ruling at the date of dispatch.
5. CANCELLATION OF ORDERS
The cancellation of confirmed Orders cannot be accepted.
6. PAYMENT TERMS
6.1. Prices are net and, unless otherwise stated in the Order Confirmation, payments shall be due at the time the order is placed (time to be of the essence).
6.2. If payment is not received by the due date agreed between the parties or when required
6.2.1. Cammegh reserves the right to withdraw any special terms or conditions or discounts or rebates that have or are intended to apply to any current or future contract; and
6.2.2. Cammegh reserves the right without prejudice to any other remedy which it may have to cancel this contract and/or another contract between the Buyer and Cammegh and/or to suspend delivery until payment has been made.
6.3. If any payments due to Cammegh are not made within the time allowed for payment hereunder or otherwise agreed, or the Buyer should enter into any composition or arrangement with or for the benefit of its Creditors or have a receiving order in Bankruptcy made against it or being a body corporate should enter into liquidation, receivership or administration, Cammegh shall be entitled (without prejudice to any other right it may have against the Buyer) to suspend performance of any contract then pertaining between Cammegh and the Buyer and/or upon the giving of notice in writing, to treat any such contract as at an end.
6.4. If payment is agreed to be made by installments and a single installment is paid late, Cammegh is entitled to declare the entire invoice price and any other invoices issued and unpaid by the same Buyer due immediately.
6.5. All amounts due under these Conditions shall be paid in full without any deduction or withholding other than as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against Cammegh in order to justify withholding payment of any such amount in whole or in part.
Cammegh reserves the right to charge interest (compounded) on any outstanding invoiced amounts from this due date to the date of payment at the rate of 1 % per calendar month.
8. RISK AND TITLE
8.1. Cammegh and the Buyer expressly agree that until Cammegh has been paid in full for all of the products comprised in any confirmed Order:
8.1.1. The products comprised in the relevant Order shall remain the property of Cammegh;
8.1.2. Cammegh may recover products at any time from the Buyer, if the amount outstanding from the Buyer to Cammegh in respect of products supplied remain unpaid after the due date for payment has passed. Cammegh has the right, after a written warning, to enter the Buyer’s premises during business hours and repossess the products in these circumstances;
8.1.3. Pending payment for the products the Buyer has no right to dispose of the products in the course of its business.
8.2. The insurable risk in products shall pass to the Buyer as soon as the products are delivered.
8.3. Cammegh shall be entitled to maintain an action for the price of the products, notwithstanding that title in the products may not have passed to the Buyer.
8.4. Prior to the passing of title in the products to the Buyer from Cammegh, the Buyer shall keep the products safe and insured against loss, theft and damage up to the full replacement value of the products.
9.1. Delivery of the products shall be ex works as defined in the INCOTERMS 2000 (Cammegh delivers when it places the goods at the disposal of the Buyer at Cammegh’s premises, not cleared for export and not loaded on any collecting vehicle).
9.2. If the contract provides for delivery by installments, each installment shall be deemed to form a separate contract governed by these Conditions, provided that any delay in delivery or non delivery of any installment shall not entitle the Buyer to treat any such contract as at an end or to reject any other installment.
9.3. If the Buyer fails to accept delivery at the agreed time and place, Cammegh will make arrangements to store the products at the Buyer’s risk and expense.
9.4. If products ordered are ready for delivery and the buyer fails to take delivery at the time specified in the order or order confirmation or advised by Cammegh, Cammegh shall be entitled to invoice such products forthwith and to charge at rates giving an economic return for the handling and storage of such products, and for their insurance from the date of the invoice to the date when the Buyer takes delivery or Cammegh disposes of the same.
9.5. If the Buyer fails to take delivery Cammegh shall be entitled to treat the contract as at an end and shall be entitled to resell the products.
10.1. It shall be the duty of the Buyer before using products supplied by Cammegh for any purpose and to test and examine the products in every respect and to satisfy himself of their fitness for the purpose for which they are intended to be used.
10.2. Any complaint or alleged defect in the quality of the products, short delivery or of damage to products in transit must be notified to Cammegh in writing otherwise than upon a consignment note or delivery document within 36 hours of receipt of the products and any complaint of failure to deliver products invoiced must be so notified within 7 days of the date of invoice.
10.3. If the Buyer shall make any complaint within the times stipulated Cammegh shall, after it has had a reasonable time to investigate the same and examine the products in dispute be entitled, at its discretion, to replace the products (if defective), or to accept the return of the products (if defective) and credit the Buyer with a sum not exceeding the amount of the net invoice price which is attributable to the products which are subject to claim.
10.4. Cammegh reserves the right to enter the Buyer’s premises for the purpose of examining and replacing the products.
11. DUTY OF NON- INTERFERENCE
It shall be the duty of the Buyer not to repair, amend, change or tamper with the products supplied by Cammegh. Any repairs or improvements of the products must be carried out subject to Clause 10 of these Conditions of Sale, or, if the times stipulated in Clause 10 have already passed, in a manner agreed on with Cammegh.
12. DUTY OF CONFIDENTIALITY
12.1 It shall be the duty of the Buyer to communicate any claims arising out of Clause 10 or any requirements for repairs under Clause 11 of these Conditions of Sale to Cammegh in confidence.
12.2 All information, however obtained, concerning the maintenance and functionality of the products sold by Cammegh is Confidential Information. Each party to these Conditions of Sale take proper steps to keep confidential all Confidential Information which is disclosed or obtained by it pursuant to or as a result of these Conditions of Sale. None of the parties to these Conditions of Sale shall divulge Confidential Information, or information regarding the maintenance and functionality of Cammegh products to any third party and will allow access to Confidential Information to its staff only on a "need to know" basis.
12.3 Notwithstanding the execution of these Conditions of Sale or its termination for whatever reason, the obligations and restrictions in this clause shall be valid for a period of 5 years from the date of signature hereof.
13. DUTY UPON RESALE OF CAMMEGH PRODUCTS
Upon the re-sale of any Cammegh product, the buyer shall be under the duty to include the duties he is subjected to under these Conditions of Sale into the re-sale agreement. These duties shall specifically include those stipulated in clauses 10.4 (right of entry), 11 (duty of non-interference), 12 (duty of confidentiality), 16 (software), and 17 (limitation of liability).
14. RETURN OF PRODUCTS
14.1 A return of products shall not be made without prior written arrangement between the Buyer and Cammegh.
14.2 Products which Cammegh has agreed to accept back into its own warehouse stock will be subject to a handling charge of not less than 25% of the invoiced value of such products. All products returned must have been properly prepared for transportation and be in an undamaged condition. Cammegh will be unable to credit any products returned that do not comply with this requirement.
14.3 Any products returned to Cammegh in accordance with 14.1 shall be the property of Cammegh.
15.1 Cammegh gives the statutory warranty that Cammegh Products are of satisfactory quality within the meaning of the Sale of Goods Act.
15.2 Cammegh shall not be liable for a breach of warranty unless the Buyer gives written notice of the defect to the Cammegh and (if the defect is as a result of damage in damage in transit) to the carrier within 3 working days of the time when the Buyer discovers or ought to have discovered the defect; and Cammegh is given a reasonable opportunity after receiving the notice of examining such Cammegh Products and the Buyer (if asked to do so by Cammegh) returns the Cammegh Products to Cammegh’s place of business at the Buyer’s cost for the examination to take place there.
15.3 Cammegh shall not be liable for a breach of any warranty, if the Buyer makes any further use of such Cammegh Products after giving such notice; or the defect arises because the Buyer failed to follow Cammegh’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Cammegh Products or good trade practice; or the Buyer alters or repairs such Cammegh Products without the written consent of Cammegh.
15.4 Subject to condition 12.2 and 12.3, if any of the Cammegh Products does not conform with the warranty in condition 12.1, Cammegh shall as its option repair or replace such Cammegh Products (or the defective parts)or refund the price of such Cammegh Products.
15.5 If Cammegh complies with condition 12.4, it shall have no further liability for a breach of warranty.
Any software supplied by Cammegh in connection with the products is provided solely for use with the product with which it is supplied. The Buyer is not permitted to copy the software or use the software in any way other than as per the instruction manual supplied by Cammegh.
17. LIMITATION OF LIABILITY
Except as otherwise expressly mentioned in these Conditions Cammegh shall have no liability of any kind whatsoever to the Buyer in respect of any loss or damage (whether direct, indirect, economic or consequentially) suffered by the Buyer to property or as loss of profits or otherwise in respect of any products supplied or work done by Cammegh (other than liability for negligence resulting in personal injury or death) to the full extent permitted by law.
The Buyer shall indemnify Cammegh against any claim made against Cammegh by a third party arising out of any products supplied by Cammegh.
Any notice required to be given or served shall be in writing and shall be served either by leaving the same or sending the same by post, fax or e-mail to the relevant party at its registered office, principal place of business or published e-mail address. In the case of an e-mail, the recipient shall confirm receipt by reply.
20. FORCE MAJEURE, ETC.
Cammegh shall not be liable for failing to perform the contract whether wholly or in part, if the failure is caused either wholly or partly by any circumstance or circumstances outside Cammegh’s control including but not limited to any form of industrial action, acts of war, civil disturbance, act of God, fire, explosion, storms and flooding.
21. WAIVER AND ASSIGNMENT
21.1 No waiver by Cammegh of any breach by the Buyer shall be considered as a waiver of any subsequent breach of the same or any subsequent provision.
21.2 The Buyer may not assign any of its rights and obligations under these Conditions without Cammegh’s consent in writing.
21.3 No forbearance or indulgence by Cammegh shown or granted to the Buyer whether in respect of these Conditions or otherwise shall in any way effect or prejudice the rights of Cammegh against the Buyer or be regarded as a waiver of any of these Conditions.
If any of these Conditions is held invalid or unenforceable in whole or in part the validity of the remaining Conditions and the remainder of the provisions in question shall not be affected.
23. RIGHTS OF THIRD PARTIES
The parties to these Conditions do not intend that any term of these Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
24. ENTIRE AGREEMENT
24.1 These Conditions, and the documents referred to in them, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of these Conditions.
24.2 Each of the parties acknowledges and agrees that in agreeing to these Conditions, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Conditions or not) other than as expressly set out in these Conditions. The only remedy available to it shall be for breach of contract under the terms of these Conditions. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
25. PROPER LAW
These Terms and Conditions shall be governed by English Law and any dispute arising out of or in connection with the same shall be determined by the English Courts.