Cypad Standard Terms & Conditions of Supply

  1. DEFINITIONS
    1. In these conditions:
    2. “Agreed” shall mean any written document prepared by Cypad and signed or accepted electronically by you.
    3. “Goods” shall mean any and all goods, products, all forms of data, information, materials, components, books in any format and of any nature, recordings, sounds, text, images, devices, packaging, leaflets, labels, prototypes and other two and three dimensional objects. For the purposes of these Terms and Conditions, Goods shall include all forms of Services.
    4. “Intellectual Property Rights” shall mean all present and future intellectual property rights of any nature including but not limited to any software development, software use, any software application or “APP”, design rights, trade marks, domain names, titles, characters, literary and artistic rights and any rights related to an existing or newly created three dimensional object.
    5. “Notice” shall mean any formal communication between us relating to the rights and obligations under this Agreement whether referred to as “Notice” or otherwise.
    6. “Services” shall mean any supply of services between us.
    7. “Terms and Conditions” shall mean the terms and conditions contained in this document and shall include any other written specifications provided to you by us that we agree in writing shall form part of the agreement between us.
  2. BINDING NATURE OF TERMS
    1. You agree to be bound in law by these Terms and Conditions, which shall prevail over your trading terms and conditions, whether expressed as the standard terms of your purchase order otherwise.
  3. OUR RESPONSIBILITIES
    1. We agree to use our reasonable commercial endeavours to ensure that such Goods and Services as are supplied by us to you shall accord with any written specifications provided by you to us, will be fit for their intended use, and shall be of reasonable quality to complete the Goods or Services requirements that we shall have Agreed from time to time.
    2. We shall not be responsible to you for any monetary payments except for any payments Agreed with you in writing. To the fullest extent permissible in law, you agree that all legal and contractual liabilities owed by us to you are hereby waived.
    3. Our liability to you at all times will be limited to a sum no greater than the value of the sums due by you to us under these Terms and Conditions.
    4. We reserve the right at all times not to fulfil the terms of any purchase order or a request for specific Goods or Services at any time. In the event of such cancellation of your order by us we agree to reimburse you in respect of any advance payments already made in respect of that specific order.
    5. In any event we shall not be responsible to you for late delivery of the Goods or for any failure to perform our obligations to you if such non-performance has been caused by events outside our reasonable control.
  4. YOUR RESPONSIBILITIES
    1. You will pay us all sums due in your order and agreed by us (including any VAT element that may be appropriate), with respect to the Goods supplied and forward payment to us within such time limit as may be specified in your order and agreed with us.
    2. In the event of any breach of the terms of these Terms and Conditions and irrespective of any other legal remedy available to us, you will indemnify us for all economic loss including all legal costs suffered by us as a consequence of your breach. You agree to indemnify us irrespective of any sums recovered or recoverable by us from any third party.
    3. You agree to accept responsibility for the acts or omissions of any third party engaged by you to fulfil the terms of your obligations to us. Therefore you shall not be entitled to resist any claim by us on the grounds that a third party is or was responsible for any act or omission that results in a breach of these Terms and Conditions.
    4. In the event that you cancel your order or request for any Goods or Services for whatever reason, you shall indemnify us for any and all loss we suffer as a result of your cancellation.
  5. INTELLECTUAL PROPERTY RIGHTS
    1. The Intellectual Property Rights in any Goods or Services supplied in the furtherance of the fulfilment of these Terms and Conditions are and will remain with us. To the fullest extent possible you waive any claim to them by accessing Goods or Services through us.
  6. TIME OF THE ESSENCE
    1. With respect to you only, all times specified in these Terms and Conditions and any other terms Agreed in writing between us shall be treated as being of the essence of the agreement between us.
  7. DELIVERY COSTS AND RISK
    1. The costs and risks of delivery of the Goods ordered by you, shall be your responsibility.
  8. RETENTION OF TITLE IN THE GOODS
    1. All Goods supplied under the terms of this Agreement are supplied on retention of title basis. Ownership of the Goods shall pass to you as and when all monies (however arising) owed by you to us have been paid in full.
  9. INSURANCE
    1. You confirm that you have and will have at all material times comprehensive insurance cover including but not limited to loss, theft and damage through a reputable insurance company to cover and compensate you and us in the event of any claims for loss or damage arising out of the fulfilment and/or breach of the terms of these Terms and Conditions.
  10. REJECTION OF GOODS
    1. You may reject Goods supplied by us to you if the Goods are not of the type specified by you to us in writing or if the Goods arrive in a condition such that the Goods are not of merchantable quality or fit for their intended use.
    2. We require a reasonable opportunity to verify the condition and nature of the Goods before we accept rejection on the grounds specified. In any event, you will return only such unacceptable units of the Goods to a destination agreed between us, and no subsequent delivery costs will be accepted as our responsibility unless agreed in writing by us in advance of such costs being incurred.
    3. Unless we agree otherwise with you in writing, in the event that you reject the Goods for any reason, we shall not be responsible to you for any consequential loss of any nature that you may suffer.
    4. You accept that in circumstances where a delivery note or other such document is signed by you or on your behalf, the signature will confirm that the Goods as specified on the signed document have been received at the time and place as indicated on the document.
  11. NON CANCELLATION OF SPECIFIED SERVICES
    1. The order from you to us for the supply of Services cannot be cancelled in the following circumstances: where the request for the Services required us to incur costs at your request prior to supply of the Services themselves, where the supply of the Services was for a particular Service on a specific date or within a specified period, or if the Services are automatically exempt from cancellation under EU law.
  12. RIGHT OF SET OFF
    1. We reserve the right to set off any sums due to us from you against any sums due to you from us.
  13. RIGHTS OF THIRD PARTIES
    1. You agree that no rights are intended to, or shall, bestow upon a third party to enforce or benefit from the terms of these Terms and Conditions.
  14. YOUR INSOLVENCY / NON-PAYMENT
    1. In the event that you: enter into an arrangement with your creditors, or become subject to an order appointing a receiver over any or all of your business, or enter into administrative receivership, or indicate formally or otherwise that you may cease trading, or unreasonable period of time has passed following an agreed date by which payment was due from you to us, we shall have the right, but not the obligation, to treat our agreement as having come to an end without any further liability on our behalf. In such circumstances we shall be entitled, upon request, and without any further formality, for the immediate return of all Goods supplied by us to you at your sole cost and expense.
  15. NOTICES
    1. We agree with you that all Notices shall be in writing delivered by: recorded first class post or by fax to the addresses and fax numbers specified in writing between us or by email provided the recipient confirms in writing (by email or otherwise) that the Notice has been safely received.
  16. DATA PROTECTION
    1. You agree to respect the information or data provided to you by us concerning any third party or us and that you shall not use any information or data concerning any third party or us for any purpose except as required by you to perform your obligations under these Terms and Conditions.
  17. SEVERABILITY
    1. In the event that a Court of competent jurisdiction holds any part of our agreement to be invalid or unenforceable, the validity and enforceability of all other terms Agreed between us shall not be affected.
  18. ENTIRE AGREEMENT AND VARIATIONS
    1. With the exception of the detailed provisions of specifications contained in any Rental Agreement or Software Licence concerning the nature and quantity of Goods or Services to be supplied and the payments due from you to us, these Terms and Conditions reflect the entire agreement between us and supersede all other contracts and representations that may have been made prior to this agreement. Any variation, amendment or alteration to our agreement must be in writing and signed by one of our duly authorised representatives.
  19. JURISDICTION
    1. These Terms and Conditions shall be construed under and in accordance with the laws of England and Wales, and we both agree to submit to the exclusive jurisdiction of the Courts of England.
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