Terms & Conditions

  1. INTERPRETATION
    1. The following definitions and rules of interpretation in this clause apply in these conditions.
      Contract: the Customer's order and CFS’s acceptance of it in accordance with condition 3.3.
      Customer: the person, firm or company who purchases Equipment or Services from CFS.
      Equipment: the equipment agreed in the Contract to be purchased by the Customer from CFS or agreed in the Contract to be repaired, overhauled or inspected by CFS (including in each case any part or parts of it).
      Services: the services agreed in the Contract to be purchased by the Customer from CFS
      Software: any operating system installed on the Equipment.
      VAT: value added tax chargeable under English law for the time being and any similar additional tax.
    2. Condition headings do not affect the interpretation of these conditions.
    3. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
  2. APPLICATION OF CONDITIONS
    1. These conditions shall:
      • apply to and be incorporated in the Contract; and
      • prevail over any inconsistent terms or conditions contained in or referred to in the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
    2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on CFS unless in writing and signed by CFS.
  3. BASIS OF SALE
    1. Any quotation is valid for a period of 30 days only, and CFS may withdraw it at any time by notice to the Customer.
    2. Each order or acceptance of a quotation for Equipment or Services (or both) by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.
    3. A binding contract shall not come into existence between CFS and the Customer unless and until CFS issues a written order acknowledgement to the Customer, or the CFS delivers the Equipment to the Customer or CFS performs the Services for the Customer (whichever occurs first).
    4. CFS may deliver the Equipment and provide the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
    5. No order which has been acknowledged by CFS may be cancelled by the Customer, except with the agreement in writing of CFS and provided that the Customer indemnifies CFS in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by CFS as a result of cancellation.
  4. QUANTITY AND DESCRIPTION OF EQUIPMENT
    1. The quantity and description of the Equipment to be purchased by the Customer shall be as set out in CFS acknowledgement of order or (if there is no acknowledgment of order) quotation.
    2. All samples, drawings, descriptive matter, specifications and advertising issued by CFS, and any descriptions or illustrations contained in catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
    3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by CFS shall be subject to correction without any liability on the part of CFS.
    4. CFS reserves the right (but does not assume the obligation) to make any changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to the Customer's specification, which do not materially affect their quality or performance. Where CFS is not the manufacturer of the Equipment, CFS shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to CFS.
    5. CFS’s employees, contractors and agents are not authorised to make any contractually binding representations concerning the Equipment. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by an authorised officer of CFS. However, nothing in these conditions limits CFS’s liability for fraudulent misrepresentation.
    6. Any advice or recommendation given by CFS or its employees, contractors or agents to the Customer or its employees, contractors or agents about the storage, application or use of the Equipment which is not confirmed in writing by CFS is followed or acted on entirely at the Customer's own risk.
  5. PRICES
    1. All prices shall be as stated in CFS' acknowledgement of order. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties.
    2. The price for the Equipment and the Services is based on the rate prevailing at the date of CFS' acknowledgement of the order and CFS may increase the price to cover any increases due to market conditions (including, but not limited to, increases in foreign exchange rates relating to the Equipment, or in labour, materials, supply or transportation costs) which affect CFS at the date of delivery.
    3. The price of the Equipment and the Services shall be CFS' quoted price or, where no price has been quoted (or a quoted price is no longer valid), such price as is fair and reasonable.
    4. CFS reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Equipment as has not been delivered to reflect any increase in the cost to CFS which is due to any factor beyond the control of CFS (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give CFS adequate information or instructions.
  6. PAYMENT
    1. Subject to any special terms agreed in writing between the Customer and CFS, CFS may invoice the Customer for the price of the Equipment or Services on or at any time after delivery of the Equipment or performance of the Services, unless:
      • the Equipment is to be collected by the Customer; or
      • the Customer wrongfully fails to take delivery of the Equipment,

      and in either case CFS shall be entitled to invoice the Customer for the price at any time after CFS have notified the Customer that the Equipment is ready for collection.

    2. The terms of payment shall be within 30 days of the date of CFS’ invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer. Time for payment of the price shall be of the essence of the Contract.
    3. If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment or Services then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to CFS, CFS may:
      • terminate the Contract or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;
      • appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and CFS) as it thinks fit (despite any purported appropriation by the Customer);
      • charge interest on the amount outstanding from the due date to the date of receipt by CFS (whether or not after judgment), at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Providers reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
      • suspend all further manufacture, delivery, installation or warranty service until payment has been made in full.
      • make a storage charge for any undelivered Equipment at its current rates from time to time;
      • stop any Equipment in transit; and
      • exercise a general lien on all Equipment and property belonging to the Customer, in respect of all sums lawfully due from the Customer to CFS. The Providers shall be entitled, on the expiry of 14 days' notice in writing to the Customer, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
    4. All sums payable to CFS under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 6.4 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
    5. CFS may, without prejudice to any other rights it may have, set off any liability of the Customer to CFS against any liability of CFS to the Customer.
    6. If CFS issues court proceedings to recover any sums due to it from the Customer, then it shall be entitled to claim from the Customer on an indemnity basis the full costs incurred by CFS in and in connection with those court proceedings, whether or not they are a “Small Claim” under the rules of the court.
  7. DELIVERY OF EQUIPMENT, PERFORMANCE OF SERVICES AND ACCEPTANCE
    1. CFS shall use its reasonable endeavours to deliver or return the Equipment or perform the Services (as appropriate) on the date or dates specified in CFS's acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence and CFS is not liable for any delay in delivery, return or performance, however caused.
    2. The Equipment may be delivered or returned by CFS in advance of the quoted delivery date on giving reasonable notice to the Customer.
    3. Delivery shall be made during normal business hours (excluding bank or public holidays). CFS may levy additional charges for any deliveries made at the Customer's request outside such hours.
    4. The Customer shall be responsible (at the Customer's cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If CFS is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, CFS may levy additional charges to recover its loss arising from this event.
    5. The Customer shall be deemed to have accepted the Equipment when the Customer has had 7 days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 11.
    6. CFS shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to CFS (or their carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with CFS' stipulations. Any remedy under this condition 7.6 shall be limited, at the option of CFS, to the replacement or repair of any Equipment which is proven to CFS' satisfaction to have been lost or damaged in transit.
  8. RISK AND PROPERTY – PURCHASES ONLY
    1. The Equipment shall be at the risk of CFS until delivery to the Customer at the place of delivery specified in CFS' acknowledgement of order. CFS shall off-load the Equipment at the Customer's risk.
    2. Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including off-loading), or when CFS ha received in full in cleared funds all sums due to it in respect of:
      • the Equipment; and
      • all other sums which are or which become due to CFS from the Customer on any account.
    3. Until ownership of the Equipment has passed to the Customer under condition 8.2, the Customer shall:
      • hold the Equipment on a fiduciary basis as CFS's bailee;
      • store the Equipment (at no cost to CFS) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as CFS's property;
      • not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
      • keep the Equipment insured on CFS's behalf for its full price against all risks to the reasonable satisfaction of CFS, and hold the proceeds of such insurance on trust for CFS and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
    4. The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 16 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to CFS on the due date.
    5. The Customer grants CFS, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by CFS in repossessing the Equipment shall be borne by the Customer.
    6. On termination of the Contract for any reason, CFS's (but not the Customer's) rights in this condition 8 shall remain in effect.
    7. CFS may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
    • 8A RISK AND PROPERTY – MAINTENANCE AND REPAIRS ONLY
      • 8A. 1 All Equipment belonging to the Customer shall remain the property of the Customer (subject to CFS’s lien over such Equipment for unpaid fees) and shall be at the Customer’s insurance risk throughout.
      • 8A. 2 Despite the provisions of clause 8A.1 above, CFS will take reasonable care of the Customer’s Equipment while it is in CFS’s custody

  9. INSPECTION AND TESTING OF EQUIPMENT
    CFS shall:

    • test and inspect the Equipment on delivery or return to ensure that it complies with the requirements of the Contract; and
    • if so requested by the Customer, give the Customer reasonable advance notice of such tests (which the Customer shall be entitled to attend).
  10. SOFTWARE LICENCE
    1. If CFS refers to a software licence in the acknowledgment of order, the price of the Equipment includes the licence fee for the Customer's right to use the Software.
    2. If the Customer is provided with any operating system software licence in respect of the Software, the Customer shall sign and return it to CFS within seven days of installation of the software, unless the licence has been supplied on a "shrink-wrap" or "click-wrap" basis.
    3. If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
      • the Customer shall not copy (except to the extent permissible under applicable law or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier's prior written consent;
      • the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
      • such licence shall be terminable by either party 28 days' written notice, provided that CFS terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or CFS is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract; and
      • on or before the expiry of this licence, the Customer shall return to CFS all copies of the Software in its possession.
  11. WARRANTY
    1. CFS warrants to the Customer that the Equipment is free from defects of workmanship and materials. CFS undertakes (subject to the remainder of this condition), at its option, to repair or replace Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within 6 months of delivery and installation.
    2. CFS shall not be liable for a breach of the warranty contained in condition 11.1 unless:
      • the Customer gives written notice of the defect to CFS within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
      • after receiving the notice, CFS is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by CFS) returns such Equipment to CFS's place of business at CFS’s cost for the examination to take place there.
    3. CFS shall not be liable for a breach of the warranty in condition 11.1 if:
      • the Customer makes any use of Equipment in respect of which it has given written notice under condition 11.2(a); or
      • the defect arises because the Customer failed to follow CFS's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or
      • the Customer alters or repairs the relevant Equipment without the written consent of CFS.
    4. Any repaired or replacement Equipment shall be under warranty for the unexpired portion of the 6-month period.
    5. CFS shall not be liable for any damage or defect to the Equipment caused by improper use of the Equipment or use outside its normal application.
  12. REMEDIES
    1. CFS shall not be liable for any non-delivery of Equipment (even if caused by CFS's negligence) unless the Customer notifies CFS in writing of the failure to deliver within 7 days after the scheduled delivery date.
    2. Any liability of CFS for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
    3. If CFS's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 17), the Customer shall be liable to pay to CFS all reasonable costs, charges or losses sustained by it as a result, subject to CFS notifying the Customer in writing of any such claim it might have against the Customer in this respect.
    4. In the event of any claim by the Customer under the warranty given in condition 11.1, the Customer shall notify CFS in writing of the alleged defect. CFS shall have the option of testing or inspecting the Equipment at its current location or moving it to CFS's premises (or those its agent or sub-contractor) at the cost of CFS. If the Customer's claim is subsequently found by CFS to be outside the scope or duration of the warranty in condition 11, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.
  13. LIMITATION OF LIABILITY
    1. The following provisions set out the entire financial liability of CFS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
      • any breach of the Contract; and
      • any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract
        but they do not affect the Customer’s rights as a consumer (if any).
    2. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
    3. Nothing in these conditions excludes or limits the liability of CFS for:
      • death or personal injury caused by CFS's negligence; or
      • fraud or fraudulent misrepresentation.
    4. Subject to condition 13.2and condition 13.3:
      • CFS shall not be liable, whether in tort (including for[negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
        (i) loss of profits; or
        (ii) loss of business; or
        (iii) depletion of goodwill or similar losses; or
        (iv) loss of anticipated savings; or
        (v) loss of goods; or
        (vi) loss of contract; or
        (vii) loss of use; or
        (viii) loss or corruption of data or information; or
        (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
      • CFS'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 price payable for the Equipment or Service under condition 5.
  14. INTELLECTUAL PROPERTY RIGHTS
    1. If CFS manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified CFS against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by CFS in connection with, or paid or agreed to be paid by CFS in settlement of, any claim for infringement of any third party intellectual property rights which results from CFS's use of the Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of CFS.
    2. The Customer acknowledges that all intellectual property rights used by or subsisting in the Equipment are and shall remain the sole property of CFS or (as the case may be) third party rights, owner.
    3. CFS shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of CFS.
    4. CFS's intellectual property rights in and relating to the Equipment shall remain the exclusive property of CFS, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
    5. In relation to the Software:
      • the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;
      • nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and
      • the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence agreements, terms of use and registration requirements relating to them.
  15. CONFIDENTIALITY AND CFS’S PROPERTY
    1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by CFS or its agents, and any other confidential information concerning CFS's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to CFS, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
    2. All materials, equipment and tools, drawings, specifications and data supplied by CFS to the Customer shall at all times be and remain the exclusive property of CFS, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to CFS, and shall not be disposed of or used other than in accordance with CFS's written instructions or authorisation.
    3. This condition 15 shall survive termination of the Contract, however arising.
  16. TERMINATION
    1. Without prejudice to any other right or remedy available to CFS, CFS may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:
      • the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer's reasonable control; or
      • an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Customer; or
      • an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      • a receiver is appointed of any of the Customer's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or
      • the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
      • the Customer ceases, or threatens to cease, to trade; or
      • the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
    2. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
  17. FORCE MAJEURE
    CFS reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of CFS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event).
  18. 18. WAIVER
    1. A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
    2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
  19. SEVERANCE
    If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  20. STATUS OF PRE-CONTRACTUAL STATEMENTS
    Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.
  21. ASSIGNMENT
    1. The Customer shall not, without the prior written consent of CFS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. CFS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  22. THIRD PARTY RIGHTS
    The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
  23. NOTICES
    Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
  24. GOVERNING LAW AND JURISDICTION
    1. The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).