Terms and Conditions of Sale, Supply and Service
These terms and conditions apply to the supply of goods and services by the Company.
1. Definitions
In these Conditions the following definitions will apply:
‘Business Days’ means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
‘Company’ means Complete Plant Maintenance Engineering Limited (company number 02120217) whose registered address is Clarke Industrial Estate, Saint Modwen Road, Stretford, Manchester, M32 0ZF trading as CPM-UK.com, as specified in the quotation.
‘Conditions’ means these terms and conditions as amended from time to time.
‘Contract’ means the contract between the Company and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
‘Customer’ means any person, business, company or organisation to whom the Company directs a quotation or with whom it is involved in any contract of sale of Goods or provision of Services.
‘Data Protection Legislation’ means all applicable data protection and privacy legislation in force from time to time in the UK relating to the use of personal data including the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679), the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications Regulations 2003 as amended.
‘Goods’ means all goods supplied by the Company in the course of its business, including by way as a deliverable as part of the Services.
‘Intellectual Property Rights’ means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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.
‘Services’ means all services provided by the Company in the course of its business including, but not limited to, the refurbishment, replacement, exchange, maintenance and management of electronic, electrical and mechanical machinery.
2. Interpretation
2.1 In these Conditions:
2.1.1 reference to a statute or statutory provision is a reference to such statute or statutory provision in force at the time the Contract is entered into and includes all subordinate legislation made under such statute or statutory provision;
2.1.2 headings used are to facilitate reference and are not to affect the interpretation or construction of the Contract;
2.1.3 references to the terms ‘include’ and ‘including’ shall be interpreted as if followed by the words ‘without limitation’; and
2.1.4 references to ‘in writing’ and ’written’ shall include by email.
3. Basis of Contract
3.1 These Conditions apply to the Contract and supersede and prevail over any terms and conditions in the Customer’s order or such other documents as may be furnished by the Customer at any stage in the dealing between the Company and Customer with reference to the Goods or Services to which the Contract relates. These Conditions constitute the only conditions upon which the Company is willing to supply goods and services to any Customer to whom a quotation, acceptance of order or contract is addressed.
3.2 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 matter.
3.3 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 based on any statement in the Contract.
3.4 An order placed by a Customer constitutes an offer by the Customer to purchase the Goods and/or Services as specified in the order, on the basis of the quotation provided by the Company, in accordance with these Conditions.
3.5 The order will only be deemed to be accepted when the Company issues written acceptance of the order at which point and on which date the Contract will come into existence (the ‘Commencement Date’).
3.6 Any quotation given by the Company will not constitute an offer and is only valid for a period of 20 Business Days from its date of issue, unless otherwise agreed in writing.
4. Customer’s Obligations
4.1 The Customer will:
4.1.1 co-operate with the Company in all matters relating to the provision of Goods and/or Services;
4.1.2 provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company;
4.1.3 provide the Company with such information and materials as the Company may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects; and
4.1.4 comply with any additional obligations as agreed in writing.
4.2 Where the Contract includes the exchange of old equipment for refurbished equipment (a ‘Service Exchange’), the Customer will deliver the old equipment to the Company within 10 Business Days of the Goods being delivered.
5. Provision of Goods and Services
5.1 The Company will supply the Goods and Services to the Customer in accordance with the order or any specification agreed in writing in all material respects.
5.2 The Company will use all reasonable endeavours to meet any performance dates agreed in writing but any such dates will be estimates only and time will not be of the essence for delivery of the Goods or performance of the Services.
5.3 The Company reserves the right to make changes to the Goods or Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods or Services, and the Company will notify the Customer in such event.
5.4 The Company will provide the Goods and Services using reasonable care and skill.
5.5 The Company will have a right to retain any materials or parts removed in repair or service of the Customer’s machinery or equipment.
5.6 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act, omission or failure by the Customer including a failure by the Customer to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or a failure by the Customer to provide access to the Delivery Location (‘Customer Default’) then without limiting or affecting any other right or remedy available to it, the Company will:
5.6.1 the Company will have the right to suspend performance of its obligations 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 the Company’s performance of any of its obligations;
5.6.2 the Company will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the failure or delay by the Company to perform any of its obligations under the Contract due to the Customer Default; and
5.6.3 the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
6. Delivery
6.1 The Company shall deliver the Goods to such location as the parties agree in writing (‘Delivery Location’) at any time after the Company notifies the Customer that the Goods are ready.
6.2 Where Goods are provided without any obligation on the Company to install or provide Services in relation to the Goods, delivery of the Goods shall occur on the completion of unloading of the Goods at the Delivery Location.
6.3 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delays in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.4 Where the Customer fails to accept delivery of the Goods, or fails to arrange for their collection, the Company may, without prejudice to any other right it may have, make such of the following provisions as it considers appropriate:
6.4.1 store and/or insure the Goods at the Customer’s expense;
6.4.2 charge the Customer for any additional transport costs;
6.4.3 where reasonably possible, sell the Goods to a third party, on giving written notice to the Customer, and any loss suffered by the Company will be a debt owed by the Customer to the Company as though it were part of the invoice price.
The foregoing provisions also apply where delivery or collection of the Goods has been delayed or deferred at the Customer’s request, even though the Company may have agreed to such a request.
6.5 Where the Company's Goods are delivered in returnable packaging, the Customer will be charged the full price of such packaging where it is not returned within a reasonable time or on request by the Company.
6.6 The Customer will be deemed to have examined the Goods on receipt and to have accepted that they meet fully the obligations imposed by the Contract on the Company unless the Customer notifies the Company otherwise within 5 Business Days of delivery. Claims for alleged non-delivery must be made within 48 hours of such time as the goods ought reasonably to have been delivered.
7. Cancellation
If the Customer cancels an order for Goods and/or Services, the Company will be entitled to charge the Customer for any cost that might reasonably have been or be incurred by the Company including handling, administrative costs, and the costs of any materials, parts or equipment that have been ordered prior to receipt of notice of such cancellation in writing.
8. Title and Risk
8.1 Risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until the Company has received payment from the Customer in full for all charges due under the Contract and under any other contract between the Company and the Customer.
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
8.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
8.3.2 ensure that the Goods are covered by the Customer’s policy of insurance and assign the benefits of such policy to the Company at its request;
8.3.3 ensure that any monies received by the Customer for the Goods are retained in a separate account on bare trust for the Company; and
8.3.4 ensure that the Goods are maintained in good condition.
8.4 The Company will, subject to written notice, be entitled to enter any premises where the Goods are stored and take possession of such Goods at any time before full payment is received.
8.5 Subject to Clause 8.6, the Customer may resell or use Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
8.5.1 it does so as principal and not as the Company’s agent; and
8.5.2 title to those Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
8.6 At any time before title to the Goods passes to the Customer, the Company may:
8.6.1 by notice in writing, terminate the Customer’s right to resell the Goods or use them in the ordinary course of its business; and
8.6.2 require the Customer to deliver up all the 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 relevant Goods are stored in order to recover them.
9. Product Hazard Information
The Customer is required to advise the Company as a matter of urgency in relation to the purpose the Goods are intended for or on any matters that may affect their safe use or incorporation in other finished products. The Customer is responsible for notifying any authority or organisation in relation to the Goods and/or Services if so required by law or under any rule, regulation or code or such authority or organisation.
9.1 To assist in tracing Goods subject to any subsequent form of enquiry the Customer is required to keep necessary records of transactions and to make such information available to the Company where so requested.
9.2 The Customer shall ensure that all reasonably practicable steps are taken to eliminate any risks to health and safety to which use or storage of the Goods could give rise.
9.3 Where the Customer has a complaint about Goods or Services undertaken, the Customer must notify the Company’s authorised personnel without delay and produce the relevant Goods for inspection. The Customer is required to co-operate fully with the Company in the handling and investigation of any such complaints.
10. Customer Design, Product Recall
10.1 Where Goods are manufactured to the Customer’s design, specifications or drawings, the Customer accepts full responsibility for the accuracy of such information and warrants that its design, specification or drawings will comply with statutory or common law requirements in respect of design and manufacture and the Company shall have no liability for any loss or damage suffered or incurred by the Customer (whether direct, indirect, consequential or otherwise) which is attributable to such design or where such information proves to be erroneous or inaccurate. Furthermore, the Company shall have no liability for and the Customer undertakes to indemnify the Company against any loss, damage or costs suffered or incurred by the Company relating to any claim that such design infringes the Intellectual Property Rights of a third party.
10.2 In the event of it being necessary to recall Goods supplied by the Company due to a product defect, it shall be the Customer's duty to fully co-operate in any product recall campaign which might be launched by an appropriate party, whether such campaign is required by law or not.
10.3 The Customer will take prompt action and accede to any reasonable request from an interested party to secure the withdrawal of the Goods from sale or supply.
11. Warranty
11.1 Unless otherwise specified in the quote and/or separately agreed in writing, the Company warrants that on delivery of the Goods and for a period of two (2) years following delivery (‘Warranty Period’) the Goods shall be free from material defects in design, material and workmanship.
11.2 If at any time during the Warranty Period the Goods or any part thereof is in need of adjustment, repair or replacement, then the Customer shall notify the Company and return the Goods to the Company for inspection.
11.3 If, upon inspection, the Company considers the cause of the adjustment, repair or replacement of the Goods to be within the scope of warranty, the Company shall at its discretion:
11.3.1 carry out the necessary adjustment or repair; or
11.3.2 replace the Goods or part thereof, at no extra cost to the Customer.
11.4 If in the Company's reasonable opinion, the cause of the adjustment, repair or replacement of the Goods arises in whole or in part from any cause other than a material defect or fair wear and tear then (except to the extent the parties have agreed otherwise in writing) the Customer shall be liable for all costs incurred by the Company in connection with the carrying out of the adjustment, repairs, or replacement, together with the costs of the adjustment, repair or replacement of the Goods (as applicable).
11.5 The Company shall only be liable for the Goods' failure to comply with the warranty given in clause 11.1 if:
11.5.1 The Customer has supplied notice to the Company of the malfunction within a reasonable time of discovery of the malfunction, and in any event no later than seven (7) days of the date of discovery;
11.5.2 The Customer does not make any further use of the Goods following notification in accordance with clause 11.5.1;
11.5.3 The Customer has returned the Goods to the Company and, upon inspection by the Company, the Company determines that there is in fact a defect with the Goods;
11.5.4 The Customer or a third party has not attempted to disassemble, alter, repair or otherwise interfere with the defective Goods prior to informing the Company of the issue and allowing the investigation in accordance with 11.5.1 to 11.5.3;
11.5.5 The Customer has given the Company, following notification in accordance with clause 11.5.1, reasonable time to restore the functionality of the Goods;
11.5.6 The Customer has followed any oral and written instructions as to the storage, commissioning, installation, use and maintenance of the Goods supplied by the Company and has adhered to good trading practice in relation to the same; and
11.5.7 The Customer has paid all sums due to the Company in full by the due date.
11.6 The Customer shall be responsible for any costs associated with returning the Goods to the Company for inspection under the warranty. Where, following inspection, the Company considers that the adjustments, repair or replacement of the Goods falls within the scope of the warranty, the Company shall refund any reasonable costs incurred by the Customer when returning the Goods for inspection.
11.7 Except as provided in this clause 11, the Company shall have no liability to the Customer in respect of any failure to comply with the warranty set out in clause 11.1.
11.8 The Company shall under no circumstances whatsoever be liable to the Customer under this warranty for any loss of income, loss of profit or any indirect or consequential loss howsoever arising.
12. Charges and Payment
12.1 The price for the Goods and/or Services shall be the price set out in the order and/or quotation (as applicable), or if no price is quoted, the price shall be determined on a materials and time incurred basis using the Company's then standard daily or hourly charging rates. In addition to the price, the Customer shall pay the Company's standard delivery charges applicable to the Delivery Location from time to time in force, and any other relevant charges, costs or expenses except where such charges, costs or expenses are expressly stated in writing as being included within the price.
12.2 The Company shall invoice the Customer for Goods and any applicable delivery charges on or at any time after completion of delivery.
12.3 The Company shall invoice the Customer for Services on completion of the Services or as otherwise agreed in writing.
12.4 The Customer shall pay all invoices within 28 days of the date of the invoice to a bank account nominated by the Company in writing.
12.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services at the same time as payment is due for the supply of the Goods or Services.
12.6 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment:
12.6.1 interest will be charged on the overdue sum at the rate of 4% per annum above Barclays Bank base lending rate accruing daily from the due date until payment of the overdue sum, whether before or after judgment; and
12.6.2 the Company will have the right to withhold the further supply of Goods and/or Services under this or any other contract between the parties.
13. Confidentiality
13.1 The Company and the Customer each undertake that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 13.2.
13.2 Each party may disclose the other party's confidential information to its employees, officers, representatives 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. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the 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.
14. Intellectual Property Rights
All Intellectual Property Rights in any documents or information relating to the Goods and/or Services provided to the Customer including any quotation, proposal document, specifications, drawings or literature or otherwise arising out of or in connection with the supply of Goods and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall as between the Company and the Customer, be owned by the Company.
15. Limitation of Liability
15.1 Nothing in the Contract shall limit or exclude either party's liability for death or personal injury caused by its negligence or the negligence of its employees, agents or representatives, or for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law.
15.2 Subject to clause 15.1:
15.2.1 the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for: loss of profit, loss of contracts or business, loss of anticipated savings, loss of or damage to goodwill or property, loss of or interrupted use or corruption of software, data or information, or any indirect or consequential loss or damages; and
15.2.2 the Company's total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall be limited to the total charges paid by the Customer to the Company under the Contract to which the loss relates.
15.3 Each Party acknowledges that it has not relied on, and subject to clause 15.1 will have no remedies (whether in equity, contract, tort (including negligence), for breach of statutory duty, for misrepresentation (including negligent misstatement), or in any other way) for any warranty, assurance, guarantee or representation which is not expressly set out in the Contract.
15.4 All implied terms, conditions or warranties, statutory, common law or otherwise, as to merchantable quality of the goods, fitness of the goods for any purpose whatsoever (whether made known to the Company or not), and correspondence of the Goods with description, are hereby excluded from the contract to the fullest extent permitted by law.
16. Data Protection
The Company shall comply with all obligations imposed on it under the Data Protection Legislation and shall only use personal data provided to it under any Contract in accordance with its privacy policy.
17. Termination
17.1 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer:
17.1.1 fails to pay any amount due under the Contract on the due date for payment;
17.1.2 commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
17.1.3 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), 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;
17.1.4 suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
17.1.5 financial position deteriorates to such an extent that in the Company's opinion, the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
17.2 Without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 17.1.1 to clause 17.1.5, or the Company reasonably believes that the Customer is about to become subject to any of them.
18. Consequences of Termination
18.1 On termination of the Contract:
18.1.1 the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
18.1.2 the Customer shall return all equipment belonging to the Company or Goods which have not been fully paid for to the Company. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of such equipment or Goods. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
18.2 Termination or expiry of the Contract shall 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 expiry.
18.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
19. Force Majeure
19.1 The Company shall not be in breach of the Contract, nor liable for any failure to perform or any delay in the performance of any of its obligations under the Contract if such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour dispute (whether or not relating to its workforce), the imposition of additional tariffs, or interruption or delays in receipt of materials or bought-in goods due to any such event (each a ‘Force Majeure Event’).
19.2 Where the Company's performance of its obligations under the Contract is affected by a Force Majeure Event, it shall notify the Customer promptly and shall elect to suspend the Contract for so long as the Force Majeure Event continues.
19.3 Where such event continues for a period of 90 days or more, the Company may terminate the Contract on giving notice to the Customer.
20. Assignment
20.1 Where the Company requires the Contract, or any part of it, to be carried out by an assignee, sub-contractor or any other party so nominated, the Customer will co-operate fully in the performance of the Contract. The Customer agrees and acknowledges that no liability shall fall on the Company in any way whatsoever arising from, or related to, any Goods provided by and/or Services undertaken by such third party and that any remedies the Customer wishes to pursue must be pursued directly with the third party.
20.2 The Contract cannot be assigned by the Customer without the prior consent of the Company in writing.
21. Notice
21.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall 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) or by email to the main email address used for the purposes of the Contract.
21.2 Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, 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 at the time recorded by the delivery service and if sent by email shall be deemed to have been received on the date of sending provided that no error message is received and a confirming copy is sent by registered mail within 24 hours.
21.3 This clause 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.
22. Severance
If any provision or part-provision of the Contract 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 such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of the Contract.
23. Waiver
Any failure or delay by either party in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of that or any other right or remedy, nor prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy shall only be effective if it is in writing and signed by the party.
24. Third Party Rights
Unless it expressly states otherwise, the Contract does not give any third party rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
25. 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 shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the courts of England.
cpmservolab.com is a trading name of Complete Plant Maintenance Limited
Company
Complete Plant Maintenance Engineering Limited
Registered Address
Clarke Industrial Estate
St Modwen Road
Manchester
M32 0ZF
Company Registration Number
Complete Plant Maintenance Engineering Limited is a company registered in England and Wales with company number 02120217
Group VAT Registration Number
GB 823 8278 13
Contacts
+44(0)0161 865 61 61, info@cpmservolab.com
Version
QCD1018-6 v.A 1024