Terms and Conditions
Company Name: CEM Solutions UK Ltd
Company No: 08052863
VAT No. 166 4349 88
Registered Office: 23 Henry Avenue, DE4 3FL
Registered in England & Wales
CEM Solutions (UK) Ltd. Terms and Conditions
By accessing and using this service, you accept and agree to be bound by the terms and provision of this agreement. In addition, when using these particular services, you shall be subject to any posted guidelines or rules applicable to such services. Any participation in this service will constitute acceptance of this agreement. If you do not agree to abide by the above, please do not use this service.
Definitions “Goods” means any goods and/or services provided by the Company as ordered by the Client. “Company” means CEM Solutions (UK) Ltd. “Client” means the person, firm or company placing an order with the Company. “Contract” means the contract between the Company and the Client for the sale and purchase of goods and/or services incorporating these Terms and Conditions. “Service” means the supply of Goods and/or services. “Supplier” means a person/firm/company supplying Goods/Services as ordered by the Company
Application These Terms & Conditions apply to any provision of goods by the Company to the Client.
Conditions Any special conditions which apply will be set out in an email to the Client and will form part of these Terms & Conditions. These Terms & Conditions can only be varied if the Company specifically agrees in writing.
Formation of Contract All Goods sold by the Company are sold subject to the Company’s standard terms and conditions (as detailed below) which form part of the Client’s contract with the Company.
Orders Orders will have been deemed to have been placed once an Order Acknowledgment has been sent by the Company to the Client. Likewise, when the Company sends a Purchase Order for Goods the order will be deemed to have been placed once a confirmation is received via a verbal communication/Order Acknowledgment or email confirmation from the Supplier. The Company may choose not to accept an order for Goods for any reason whatsoever.
Cancellation In view of the nature of the service, any purchase order sent from the Client – once confirmed by the Company – is not cancellable. Cancellation of the order by the Client may only be accepted (when put in writing by the Client) on condition that any value for work already in progress relating to the supply of Goods, up to a maximum amount of the price of the Goods, must be paid. This would be less any amount obtained by the Company for selling on such Goods or work in progress.
The Company may terminate a contract for Goods immediately by notice to the Client and without liability to the Client if at any time;
The Client commits a material breach of any of the Terms and Conditions of the Contract
The Client makes a voluntary arrangement with its creditors or becomes the subject of an administration arrangement order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction)
The Client has a receiver or manager, administrator or administrative receiver appointed over any of its property or assets
A resolution is passed or a petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client.
The Client ceases or threatens to cease carrying on business
The financial position of the Client deteriorates to such an extent that in the opinion of the Company the capability of the Client adequately to fulfil its obligations under the contract has been placed in jeopardy
The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly
There is a change in control of the Company or the Client. For the purpose of this condition, ‘control’ means the ability to direct the affairs of another whether by voting or contractual rights or otherwise and whether directly or indirectly
The Client sells or otherwise disposes of goods which bears trademarks or other intellectual property belonging to or licensed to the Company
Termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
Right to sub-contract Unless otherwise agreed, the Company shall be entitled to sub-contract all or any part of the work.
Timetable The Company will use its best endeavours to supply the Goods within the quoted/agreed time. If any parts required for the Goods are supplied by the Client they must be provided a minimum of 2 weeks before the agreed time period for delivery/completion, unless other arrangements have been formally agreed between the Client and the Company.
Shipping Policy The Client may collect the Goods from our unit [Unit 18 Molyneux Business Park] or any other address given at the time of purchase] or arrange for a third party carrier to collect the Goods. The Client must be aware that all risk in all Goods passes to the Client at the time of the collection, either by themselves or the third party. The risk in all Goods passes to the Client at the time of delivery of the Goods to the Delivery address and that from such time the Client is responsible for any additional costs connected with the Goods, including transit, import duties, local taxes and insurance costs.
Payment Policy New clients or other clients out of terms may be expected to pay in advance for Goods. All other invoices issued by the Company shall be paid by the client within thirty (30) days of the date of the invoice unless otherwise agreed in writing by the Company. The Company will usually invoice within 5 working days of the Goods being delivered/carried out. Invoices may be paid by BACS or cheque. If any amount of an invoice is disputed then the Client shall inform the Company of the grounds for such dispute The Company reserves the right to increase a quoted fee in the event that the Client requests a variation to the work agreed. All Goods remain the property of the Company until paid for in full. Until title to the Goods shall pass to the Client, the Client shall be bound at the request of the Company to deliver up the Goods to the Company and for such purpose the Company may at any time (and whether or not the Client shall be in default in making payment under this contract) in its absolute discretion recover from the Client those Goods being in the Customer’s possession and for the purpose of such recovery the Company’s servants or agents may enter upon land or buildings upon or in which the Goods are situated. In the event of late payment and after contact has been made with the Client with respects to the unpaid invoice, the Company reserves the right to charge interest on the amount outstanding before and after judgement at the rate of five (5) percent above the Base Rate of National Westminster bank plc in force from the due date until the date of payment.
Refunds/Returns With all products, it is the Client’s responsibility to ensure that the Goods are suitable for the Client’s own use. The Client accepts that the effectiveness of any product will also be dependent on correct and effective storage, use, inspection and periodic routine maintenance. Goods must be stored in a dry and secure environment.
Damaged or Defective Goods The Goods shall be of the best available design, quality, material and workmanship without fault and conform in all respects with the Contract and specification supplied by/advised by the Company to the Client. The Company’s rights under these terms and conditions are in addition to any statutory conditions implied in favour of the Company by the sale of Goods Act 1979. It is the Client’s duty to fully inspect Goods very carefully for any damage, promptly upon collection or receipt from a third party carrier or upon delivery. If there is any damage at all, for example, the packaging shows signs of being torn or squashed, the Client must notify the Company within 5 working days from when it is delivered/collected. If the Client has to sign to collect a package they must write ‘Damaged’ on the note. The Company will not be responsible for damage caused as a Client removes the delivery from any packaging. If there is a problem with any service provided by the Company this must be notified in writing/verbally communicated within 5 working days of the service being carried out. If the Company accepts the Client’s claim above with respect to damaged goods/unsatisfactory service, it shall make its best option to repair or replace the Goods and/or re-perform the Services or allow the Client credit in respect of the Goods the subject of the claim. This is provided that the Company is satisfied that the defect and/or non-performance is not due to damage in transit or due to the acts and/or omissions of the Client, the end user or any third party. The Company shall not be liable for any further claims for direct, indirect or consequential damage or loss and its sole obligation shall be making of such repair or replacement or giving of credit as aforesaid.
Warranty The Company warrants that the Goods will be supplied using reasonable care and skill and under any specific terms as agreed in the Quotation supplied by the Company. The Company warrants that such Goods will, for a period of 12 months following delivery, be free of manufacturing defects. If this Agreement is entered into on the basis of details provided to the Company on the Site Survey Form, then the Company warrants that the Goods will, for a period of 12 months from the date of delivery, if used in accordance with the applications set out in the Site Survey Form, be free of manufacturing defects. The warranties shall not apply in respect of the following:
Defects and/or non-performance which would have been reasonably apparent to the Client on reasonable examination of the Goods and/or performance of the Services on delivery and which have not been notified to the Company in the required amount of days
Defects or failures which are not reported to the Company within 30 days of the occurrence of the defect or the failure or non-performance becoming apparent
Goods which are not returned to the Company on or before the installation of the replacement goods
Damage caused by fair wear and tear
Use of the Goods other than in accordance with the application set out in the Site Survey Form
Any failure or damages due to Goods being misused, damaged or neglected or operated contrary to any instructions issued by the Company or the manufacturer or the manufacturer/operators handbook concerning the use of the Goods or other than by properly trained operators
Operating in excess of their rated capacity or subject to detrimental environmental conditions
Goods which have been modified by the Client or any third party
Goods which have continued to be used by the Client after the failure or defect of the Goods first became apparent
The Client shall be responsible for arranging all necessary recalibration and maintenance of the Goods in accordance with its own national regulatory requirements. Any wear and tear which is a function of the installation / stack / flue gas condition is not covered by this warranty e.g. wear and tear of the measuring probe or stack connections. Any Goods eligible for warranty are done so on a ‘return to the Company’ basis. The Client arranges shipping to the Company. All associated shipping costs will be borne by the Client.
Liabilities Except for those listed above, the Company gives no warranties and makes no representations in relation to this Agreement, and, to the fullest extent permitted by law, any warranties expressed or implied, statutory or otherwise are hereby excluded. In particular, any representation or warranty to merchantability, satisfactory quality or fitness for any particular purpose is hereby excluded. Under no circumstances shall the Company be liable, for breach of contract, in tort (including negligence) or otherwise, for any loss of profit, revenue, savings, goodwill, business or other financial loss of any kind, or for any indirect or consequential loss whatsoever arising out of or in connection with this Agreement. If in spite of provisions in this Agreement which purport to exclude or limit the Company’s liability, the Company is found liable, then the Company’s liability, for breach of contract, in tort (including negligence) or otherwise, shall be limited to the price of the Goods and/or Services in connection with which such liability arises. The limitation of liability referred to above shall not apply so as to exclude or restrict the Company’s liability for:-
Death or personal injury resulting from the negligence of the Company, its servants or agents
The breach of the Company’s implied undertaking as to title.
The Client shall co-operate with the Company in any necessary risk assessment to be performed before commencement of the Services, and shall be responsible for the health and safety of the Company’s employees on the Client’s premises. The Client shall indemnify the Company against all losses arising from the performance of the Services including the death or injury of any of the Company’s employees, unless such loss is solely due to the Company’s negligence. The Client shall indemnify and keep indemnified the Company against all claims, proceedings, losses (direct or indirect) and expenses in connection with any liability of the Company in connection with the Goods and/or Services including the use, supply or resale (if applicable) of the Goods or any components or materials comprised within the Goods or any goods in which the Goods are incorporated arising under the Consumer Protection Act 1987 or claim based upon an allegation that the safety of the Goods or materials or components comprised within the Goods or any goods in which the Goods are incorporated is not such as persons are generally entitled to expect.
Notice All written notices to be served on or given to the client shall be sent or delivered to the Client’s principle place of business and shall be treated as having been given upon receipt.
Confidentiality Both Client and Company shall maintain strict confidence and shall not disclose any information or material relating to the other’s business which comes into party’s possession and shall not use such information and material without written permission by the other party.
Employment of personnel Subject to the prior written consent of the Company, the Client shall not induce to employ, whether as an employee, agent, partner, consultant or sub-contractor, any employee of the Company directly associated with the Goods.
Validity If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby.
Notification Please refer to our Terms and Conditions on our website. They may be updated periodically.
Force Majeure The Company will not be liable to the Client for any loss or damage suffered by the Client as a direct result of the Company or its sub-contractors being unable to perform the Contract in the way agreed by reason of cause beyond its control including Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant/machinery, delay in transit, postal delay or any other unexpected exceptional cause or circumstance.
Governing Law These terms of trading shall be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
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