Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: these terms and conditions set out in clause 1 to clause 15 (inclusive).
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Delivery Date: the date specified for delivery of an Order in accordance with clause 5.
Delivery Location: the address for delivery of the Goods, as specified in the Order.
Force Majeure Event: events, circumstances or causes beyond a party's reasonable control.
Goods: the imaging supplies (or any part of them), as set out in the in the Order.
Order: an order for the Goods submitted by the Customer in accordance with clause 3.
Price: the price for the Goods, as set out in the Order.
Specification: the specification for the Goods as published from time to time by the Supplier.
1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.3 a reference to writing or written excludes fax and emails.
2.1 Unless the Customer has signed the Contract Details page of the Supplier’s Canon Imaging Supplies Terms and Conditions V.1 (in which case such shall apply to the Customer’s Orders), 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 trade, custom, practice or course of dealing.
3.1 Each Order constitutes a separate offer by the Customer to purchase Goods in accordance with these Conditions. Orders shall be given in writing to SuppliesAdmin@cuk.canon.co.uk, or by telephone on 0800 623 623. The Supplier may accept or decline Orders at its absolute discretion.
3.2 The Order shall only be deemed to be accepted when the Supplier expressly confirms its acceptance of the Order or delivers the Goods, at which point the Contract shall come into existence. The Supplier shall assign an Order number to each Order it accepts and notify the Customer of the Order number. Each party shall use the relevant Order number in all subsequent correspondence relating to the Order.
3.3 After confirming an Order, the Supplier shall as soon as is practicable inform the Customer of the Supplier’s estimated delivery date for the Order.
3.4 The Customer is responsible for ensuring that Orders and any applicable Specification are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Goods that the Supplier reasonably requires in order to fulfil each Order.
4.1 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
4.2 The Supplier reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.
5.1 The Supplier shall endeavour to deliver Goods to the Delivery Location on the relevant Delivery Date. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
5.2 Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any Goods.
5.3 The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.
5.4 An additional charge will occur for deliveries requested either at a stipulated time or a designated location within premises other than that specified in the Order.
5.5 The Supplier does not deliver to addresses outside the UK.
6.1 To exercise the right to return the Goods, the Goods must be reviewed by the receiver at the time of delivery and if visible defects are found, the Customer must notify the Supplier by email to SuppliesAdmin@cuk.canon.co.uk within 24 hours, and following which the Supplier shall be given the opportunity to repair or replace the faulty Goods and any returns shall be at the Supplier’s absolute discretion.
6.2 If the Customer does not communicate any observations during the period specified in Clause 6.1 it shall be deemed that the Goods have been delivered in the proper state and the Customer shall be unable to make further claims in respect of the Goods.
6.3 If the Supplier is unable to repair or replace the Goods in accordance with Clause 6.1, the Supplier will reimburse the Customer all payments received for the faulty Goods, including the cost of delivery (except for the supplementary costs arising if the Customer chose a type of delivery other than the least expensive type of standard delivery offered by the Supplier).
6.4 The Supplier may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Customer.
6.5 The Supplier will make the reimbursement without undue delay, and not later than:
6.5.1 21 days after the day the Supplier receives back from the Customer any Goods supplied, or
6.5.2 (if earlier) 21 days after the day the Customer provides evidence that the Customer has returned the Goods.
6.6 The Supplier will make the reimbursement using the same means of payment as the Customer used for the initial transaction, unless the Customer has expressly agreed otherwise; in any event, the Customer will not incur any fees as a result of the reimbursement.
6.7 The Supplier may withhold the reimbursement until it has received the Goods back or the Customer have supplied evidence of having sent back the Goods, whichever is the earliest.
6.8 The Customer shall bear the direct cost of returning the Goods.
6.9 Once the Supplier has replaced, repaired or refunded the faulty Goods the Supplier shall have no further liability to the Customer for the Goods’ defects.
7.1 Some Goods have shelf lives. The shelf lives of individual Goods will be made clear in their packaging or are as otherwise described or notified by the Supplier prior to the Delivery Date. If the Customer uses the Goods beyond the indicated shelf life the Supplier cannot be held responsible for faults or problems (whether regarding the Goods themselves or their use with equipment) that arise as a result.
7.2 Some Goods need to be kept in environmental conditions which are either made clear in their packaging or are otherwise described or notified by the Supplier prior to the Delivery Date.
7.3 If the Customer does not keep the relevant Goods in the required environmental conditions, the Supplier cannot be held responsible for faults or problems (whether regarding the Goods themselves or their use with equipment) that arise as a result.
7.3 The Customer shall follow the instructions for use – the instructions will be made clear in the packaging or otherwise as described or notified by the Supplier.
8.1 Some of the Goods come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.
9.1 In performing its obligations under the Contract, the parties shall comply with all applicable laws, statutes and regulations from time to time in force.
10.1 Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location. Title to Goods shall only pass to the Customer once the Supplier receives payment in full for them.
10.2 Until title to the Goods has passed to the Customer, the Customer shall:
10.2.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
10.2.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.2.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
10.2.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.2; and
10.2.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.
10.3 The Supplier may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 10.2, and to recover any Goods in which property has not passed to the Customer.
10.4 The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Supplier.
11.1 The Customer shall pay for Goods in accordance with this clause 11.
11.2 The Price excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.
11.3 The Customer shall pay invoices in full in cleared funds no later than 30 days from date of invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
11.4 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under the Contract:
11.4.1 If the Customer fails to make any payment which is due to the Supplier under or in connection with the Contract by the due date for payment (whether Supplier demand such payment or not) then, without limiting Supplier’s remedies in contract or law, the Customer shall pay the Supplier interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on the overdue amount from the day after the due date for payment in accordance with this Clause 11 until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the Supplier the interest together with the overdue amount and in addition Supplier’s reasonable legal and administrative costs and expenses incurred in recovering the debt;
11.4.2 The Supplier reserves the right to place the matter in the hands of a debt recovery agent, without prior warning. The Supplier shall be entitled to a full reimbursement of any fees or disbursements paid to the debt recovery agent to aid recovery of monies outstanding to the Supplier, and
11.4.3 the Supplier may suspend all further deliveries of Goods until payment has been made in full.
11.5 The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.
12.1 This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
12.1.1 any breach of this Contract;
12.1.2 any use made or resale by the Customer of any of the Goods; and
12.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in this clause excludes or limits the liability of the Supplier:
12.3.1 for death or personal injury caused by the Supplier’s negligence;
12.3.2 under section 2(3) of the Consumer Protection Act 1987;
12.3.3 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
12.3.4 for fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.2 and clause 12.3:
12.4.1 The Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the monies paid by the Customer to the Supplier hereunder over the previous 12 months; and
12.4.2 The Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, loss of opportunity, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
13.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing to do so;
13.1.2 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), 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;
13.1.3 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
13.3.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
13.2 Without limiting its other rights or remedies, the Supplier 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 and remains in default not less than 14 days after being notified in writing to make such payment.
13.3 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14.1 The Customer acknowledges that any and all of the patents, designs, trademarks, copyrights and other proprietary rights including any unpatented confidential production method and/or know-how used and/or embodied in connection with the Goods, will remain the sole property of the Supplier or its licensors. Nothing in this Contract to which they are applicable shall be construed as granting or conferring to the Customer any assignment of or rights by license or otherwise, expressly, impliedly or otherwise for such patents, designs, trademarks, copyrights, other proprietary rights including any unpatented production method and know-how, other than as necessary to carry out any activities required under the express provisions of this Contract.
14.2 In the event that any claim by a third party is brought against the Customer, its customers and/or end-users of any model of the Goods alleging that such third party’s patent, design, copyright, trademark, trade secret or other proprietary right is infringed in the UK or other disposition of the model of Goods supplied by the Supplier to the Customer hereunder, the Supplier shall at its expense defend and/or settle such claim and shall indemnify the Customer against any cost, legal fees, other expenses and damages required for such defence or settlement whether or not such claim is successful; provided, however, that the Customer shall promptly notify the Supplier in writing of such claim and furnish copies of all documents relating to the allegation of infringement and the Supplier shall be given full authority to defend and settle such claim, action or allegation of infringement. The Customer shall follow the Supplier’s instructions and shall make no admission as to liability. The Supplier shall not be liable for any cost, legal fees, other expenses, damages, compromise or settlement made by the Customer without prior written consent of the Supplier. Upon request of the Supplier, the Customer agrees to assist and/or co-operate with the Supplier in such defence and/or settlement.
14.3 Notwithstanding the foregoing, the Supplier shall not be obliged to defend or settle or be liable for cost, legal fees, other expenses or damages, if the infringement claim arises out of any addition to or modification of the Goods or any combination of the Goods with other products after delivery by the Supplier or from the use of the Goods in the practice of a process or system which is not intended by the Supplier.
14.4 If any infringement claim is brought against the Customer, its customers or the end-users and/or the Supplier or if in the Supplier’s opinion a type of the Goods is likely to become the subject of a claim of infringement or violation of any patent, design, copyright, trade secret or other proprietary right of any third party, the Supplier may either modify the Goods or obtain all necessary licences or otherwise take any other reasonable action that will prevent such infringement.
15.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 1 month, the party not affected may terminate this Contract by giving 30 days’ written notice to the affected party.
15.2 Assignment and other dealings.
15.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
15.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
15.3.1 Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination of this Contract, 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 to which the other party belongs, except as permitted by clause 15.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
15.3.2 Each party may disclose the other party's confidential information:
(i) 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 this 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 15.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3.3 No party shall 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 this Contract.
15.4 Credit Approval / Credit Worthiness. The Supplier may grant and qualify the Customer for a credit line corresponding to the credibility of the Customer’s financial strength and volume of business. In order for the Customer to be qualified as such, it is imperative that the result of a financial assessment is positive. The financial assessment of the Customer’s financial situation shall be conducted by the Supplier’s credit control department. Subsequent to such assessment and based on its results, the Supplier may set a credit limit for the Customer, if the result of such assessment is positive. The credit limit set for the Customer will be subject to review by the Supplier’s credit control department from time to time.
15.5 Entire agreement.
15.5.1 This 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.
15.5.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
15.6 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.7 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
15.7.1 waive that or any other right or remedy; nor
15.7.2 prevent or restrict the further exercise of that or any other right or remedy.
15.8 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 modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.9.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier.
15.9.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.9.1; 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, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
15.9.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.10 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
15.11 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
15.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).