CPE Terms and Conditions of Sale
General
CPE’s aim is to work in a fair and mutually beneficial manner with all clients. These terms and conditions are written for the benefit of both parties to establish a fair and sustainable trading partnership. These terms have been written in straightforward English and are designed to be easily understood by both parties. The terms and conditions set out below apply to any contract to buy goods or services from CPE Pressure Vessels Limited (CPE).
Cooperation
All parties shall act at all times to fulfil the contract in a spirit of mutual trust and cooperation, and shall act in a reasonable and fair way to all involved parties. In the event of a dispute, both parties shall act in a reasonable and respectful manner and any actions taken must be fair and proportionate to the other party.
Application of Terms and Conditions
The terms and conditions, as laid out below, apply to all quotations and accepted orders. Other terms and conditions are only accepted by express written acceptance by a director of CPE. CPE will send these terms with an order acknowledgement. These terms and conditions, together with any other information specified on the order acknowledgement, are deemed to have been accepted by clients unless client notifies CPE within 3 working days of issue. Any other terms sent with purchase orders or other documents are not accepted unless specifically agreed in writing by a director of CPE. Similarly, where revised orders are sent to CPE, any such terms and conditions already in place (these terms) shall remain in place and shall not be superseded by other terms unless expressly agreed by a director of CPE.
Quotations / Prices
Quotations are valid for 60 days unless stated otherwise. Quotations are made in good faith but are subject to items offered remaining unsold and costs remaining stable. Quotations are based on best estimates, sometimes using relatively limited information, however, should the specification change on more detailed analysis then CPE reserve the right to withdraw the quotation / contract and advise revised costs. Quotations are not a legally binding contract and CPE reserve the right not to accept any subsequent orders.
Prices exclude VAT, which will be charged extra at current rates (where applicable), special packing and delivery charges.
Any other charges incurred as a direct result of the contract, e.g. customs charges for client’s property, will be charged extra to client.
Where prices are quoted in currencies other than UK pounds, then payment shall be made in currency as stated on the Quotation. Where exchange rates vary by more than 5%, CPE reserve the right to amend the price to the equivalent price in UK pounds at time of order placement.
CPE prices are based on current supply and manufacturing costs. Where costs change due to events beyond CPE’s control, then CPE reserve the right to advise client and renegotiate prices in a fair and reasonable way. Such events may be due to material shortages, supply cost increases, sudden changes in labour costs, currency exchange rates, etc. Any price increases will be proportionate to the additional cost to CPE.
Deliveries / Lead Times
Delivery times as stated on the quotation are offered as guidance only and cannot be accurately verified until order placement due to changes in circumstances. CPE always aim to quote realistic delivery times based on workshop loadings and material availability and will always aim to achieve such delivery promises. Due to changing circumstances, a full and accurate schedule can only be produced after approval of drawings. CPE will always attempt to keep the customer informed of any delays. However, CPE cannot be held responsible for any delays or extra costs incurred by late delivery (unless specifically agreed and accepted in advance).
CPE do not accept “time is of the essence” clauses or penalties for late delivery unless milestones and remedies have been specifically agreed in advance of order placement. There is normally an additional up-front charge for agreement and inclusion of such clauses.
Documentation and Certification
CPE will supply documentation, including reasonable revisions in accordance with the document list submitted with the quotation.
Documentation will usually be issued within 1 month of delivery, however, it is possible that some documents may take a little longer. All documents will be issues electronically in PDF format, and any information contained on such documents shall remain the intellectual property of CPE. Drawings and design information shall only be used for the purpose of the contract, and shall not be issued to third parties without the prior consent of CPE. It is not permissible to issue our drawings, or any other documents containing our intellectual property for the purpose of obtaining quotations from other companies.
Delays in submission of documentation shall not be deemed a reason for client to withhold payment, unless agreed as a payment milestone in advance. The invoice date and tax point shall be the date on which the goods, excluding documentation, are made available to the client.
Packing / Carriage
CPE standard packing is to supply goods ex works, palletised or boxed where applicable. Larger products, which are too large for standard Euro Pallets are supplied unpacked unless specified in advance. Additional packing and carriage is at extra cost where requested.
Cancellation
In the event that the order is cancelled, CPE will apply a fair and reasonable charge proportional to the amount of work carried out, or costs incurred. Such costs may include reasonable losses incurred from administration, technical input, and allocation of production time and loss of production. This includes any time preparing quotations, quotation drawings or any other time associated with the order.
The minimum cancellation charges that will be applied will be:
- At any time after order placement: minimum 10% of total order value
- On issue of drawings or completion of design activities: 30% of total order value
- On purchasing material: minimum 50% of total order value, or sale price of materials purchased.
- On commencement of production: 75% – 100% of total order value.
Booked production / delays by Client
In the event that work is delayed or cancelled by client, client will be liable to pay for such reserved or scheduled production. Client will be notified of such charges within 7 days of hold notification or cancellation. Such production will be charged at CPE’s standard charge-out rate.
Payment Terms/ Late Payment.
Payment terms are 30 days from the end of month of invoice, unless stated otherwise on the quotation. CPE reserve the right to charge interest at 2% above Bank of England base rate for late payment. CPE reserve the right to reclaim any goods not paid for and reserve the right to full access to any such items.
Charges for Accelerated Delivery
Where premium charges or penalties have been agreed in writing with the client, such additional charges shall become contractual. Any changes in specification or delays by the client will automatically extend delivery periods by a reasonable period, without detriment to the agreed additional charges.
Title of Goods.
All goods supplied remain the property of CPE until all monies owed are paid in full, regardless of inclusion of free issue parts. Customers must not release CPE goods from their control until paid for in full. CPE reserve the right to full access to customer’s premises to reclaim any goods not paid for
Shortages / Damages
Shortages or damage must be notified in writing within 5 working days of receipt.
Warranty
As standard, CPE offer a return to base warranty. CPE goods are warranted for 12 months from the date of sale (invoice date). Any defective items should be returned to CPE for correction. CPE will usually contribute towards the cost of carriage for returning of faulty goods from original delivery address, but CPE will not usually accept cost of transport from subsequent delivery address. However, CPE do not accept liability for any consequential loss, including costs of removing products from service, damage to surface finish (except as applied by CPE), carriage charges, etc. CPE’s maximum liability for any single item will be the sale value of that item.
- CPE reserve the right to repair or rectify faulty goods. CPE do not automatically replace goods at client’s discretion.
- CPE will not accept any liability for any re-work undertaken by customers unless agreed in advance.
- CPE are able to offer on-site support at an extra cost. Where onsite support is required, an extra charge will be applicable. Terms must be agreed prior to order placement, and specifically ordered as an addition to the contract.
- CPE do not accept any indemnity clauses such as “Shall indemnify client against”, “shall hold client harmless”, etc. Such clauses would need prior approval by CPE’s insurance company.
Free Issue Materials
CPE do not accept responsibility for inspection or verification of free issue materials (customer supplied goods). Title and ownership of free issue material pass to CPE on receipt. CPE will insure free issue material up to the value of £20,000.00, beyond which CPE do not accept liability for loss or damage. If the total free issue material exceeds this value then any liability must be expressly agreed in writing in advance. CPE do not accept any liability for delays or consequential losses caused by damage or loss of free issue materials.
Customer Specification
CPE does not accept liability for any failures or technical issues arising from goods wrongly specified by customer (for example, material specifications, and painting specifications). CPE’s goods are manufactured to client specifications only. It is the express responsibility of the client to ensure specifications are complete and accurate. Goods are fit for purpose and that all relevant information relating to usage has been properly communicated to CPE.
Off-site Meetings
Off-site meetings are excluded unless otherwise specified. Each off-site meeting requiring CPE employees will be charged at a cost of £400 per employee plus travel expenses.
Surface Finish and Cleaning of Stainless Steel Vessels
CPE stainless steel vessels will normally be supplied in “as manufactured” condition, free of loose debris. However, there may be some corrosion, discolouration and contamination to both internal and external surfaces. Where required, additional cleaning, blasting, pickling, etc., may be carried out at extra cost, but must be specified in advance. CPE cannot accept liability for cleaning costs unless surface requirements are specified in advance.
Disputes
any issues not covered by these terms and conditions will be subject to Incoterms 2000.
Any disputes will be subject to resolution under English Law.
Document Reference QQS04 Rev F
Purchasing Terms & Conditions
1. Definitions
For the purpose of these Conditions:
Agreement means the Order and the Supplier’s acceptance of the Order;
Conditions means these terms and conditions;
Goods means any goods and/or services agreed in the Agreement to be purchased by the Purchaser from the Supplier (including any part or parts of them);
Order means the Purchaser’s written instruction for the Supplier to supply the Goods, incorporating these Conditions;
Purchaser means CPE Pressure Vessels Limited;
Supplier means the person, firm or company who accepts the Order.
2. Supplier’s Conditions
The Order, including these Conditions contains the entire agreement and understanding between the Supplier and the Purchaser and supercedes all prior discussions and negotiations between them. No terms or conditions endorsed upon, delivered with or otherwise contained or stated in the Supplier’s quotation, or in the Supplier’s acknowledgement or acceptance of the Order shall not be binding on the Purchaser if in conflict with or in additions to any of the provisions of the Order (including but not limited to delivery schedule, price, quantity, specification and terms and conditions) unless expressly agreed to in writing by the Purchaser.
3. Deliveries
3.1 The Purchaser’s production schedules are based upon the Supplier’s commitment that the Goods will be delivered to the Purchaser by the date specified on the Order, or, if a date is not specified, within 30 days of the date of the Order. Time of delivery is therefore the essence of the Order. If the Supplier fails to make delivery of the Goods at the time agreed upon, the Purchaser reserves the right to cancel, purchase elsewhere and hold the Supplier accountable for any additional costs or damages incurred by the Purchaser.
3.2 The Goods shall be delivered, carriage paid, to the Purchaser’s place of business or to such other place of delivery as is agreed by the Purchaser in writing prior to delivery of the Goods. The Supplier shall off-load the Goods at its own risk as directed by the Purchaser.
3.3 The Supplier shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
3.4 Unless otherwise stipulated by the Purchaser in the Order, deliveries shall only be accepted by the Purchaser in normal business hours. If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Purchaser reserves the right to:
(a) cancel the Agreement in whole or in part
(b) refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make
(c) recover from the Supplier any expenditure reasonably incurred by the Purchaser in obtaining the Goods in substitution from another supplier
(d) claim damages for any additional costs, loss or expenses incurred by the Purchaser which are in any way attributable to the Supplier’s failure to deliver the Goods on the due date.
3.5 Where the Purchaser agrees in writing to accept delivery by instalments the Agreement shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Supplier to deliver any one instalment shall entitle the Purchaser at its option to treat the whole Agreement as repudiated.
3.6 The Purchaser shall not be deemed to have accepted the Goods until it has had 60 days to inspect them following delivery. The Purchaser shall also have the right to reject the Goods as though they had not been accepted for 60 days after any latent defect in the Goods has become apparent.
3.7 The Goods shall remain at the risk of the Supplier until delivery to the Purchaser is complete (including off-loading and stacking) at which time the ownership of the Goods shall pass to the Purchaser.
4. Prices
The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Purchaser shall be exclusive of value added tax but inclusive of all other charges. No variation in the price nor extra charges shall be accepted by the Purchaser.
5. Payment
5.1 The Purchaser shall pay the price of the Goods that are delivered and accepted pursuant to these Conditions within 30 days of the date of valid invoice as received from the Supplier but time for payment shall not be of the essence of the Agreement.
5.2 Without prejudice to any other right or remedy, the Purchaser reserves the right to set off any amount owing at any time from the Supplier to the Purchaser against any amount payable by the Purchaser to the Supplier under the Agreement.
6. Quantities
Delivery of the Goods must equal exact amounts ordered unless otherwise agreed by the Purchaser. If the Goods are delivered to the Purchaser in excess of the quantities ordered the Purchaser shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense.
7. Warranty
The Supplier warrants that all Goods delivered hereunder shall be free from defect of materials or workmanship and shall conform strictly to the specifications, drawings or sample specified or furnished. This warranty shall survive any inspection, delivery, acceptance of, or payment by the Purchaser for the Goods.
8. Quality and Defects
8.1 The Goods shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Order and specification and/or patterns supplied or advised by the Purchaser to the Supplier.
8.2 The Purchaser’s rights under these conditions are in addition to the statutory conditions implied in favour of the Purchaser by the Sale of Goods Act 1979.
9. Inspection
9.1 All Goods shall be subject to the Purchaser’s (and any of the Purchaser’s clients if necessary) inspection and test at all times before, during or after manufacture. The Supplier shall furnish without additional charge, all reasonable facilities and assistance for the safe and convenient inspections and tests required by the inspectors. Final inspection and acceptance shall be at the Purchaser’s premises unless otherwise specified.
9.2 The Purchaser shall have the right to reject and return at the Supplier’s expense or in its discretion, to require the correction or replacement of Goods which are defective or do not conform to the requirements of the Order. All rejects shall be held at the Supplier’s risk and expense, including all transportation and handling costs, until returned to the Supplier or corrected by the Supplier.
10. The Purchaser’s Property
10.1 All material including tools, furnished or specifically paid for by the Purchaser in connection with the Order shall be the property of the Purchaser, shall be subject to removal at any time without additional cost upon demand by the Purchaser, shall be used only for fulfilling orders from the Purchaser, shall be kept separate from other materials or tools and shall be clearly identified as the property of the Purchaser. The Supplier assumes all liability for loss or damage, with the exception of normal wear and tear and agrees to supply detailed statements of inventory upon request by the Purchaser.
10.2 Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Purchaser to the Supplier or not so supplied but used by the Supplier specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of the Purchaser but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Purchaser and shall not be disposed of other than in accordance with the Purchaser’s written instructions, nor shall such items be used otherwise than as authorised by the Purchaser in writing.
11. Confidentiality
The Supplier 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 Supplier by the Purchaser or its agents and any other confidential information concerning the Purchaser’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging the Supplier’s obligations to the Purchaser and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.
12. Assignment
The Supplier shall not be entitled to assign the Agreement or any part of it without the prior written consent of the Purchaser. The Purchaser may assign the Agreement or any part of it to any other party.
13. Changes to Orders
An Order may only be amended by written agreement between the Purchaser and the Supplier.
14. Supplementary Information
Any specification, drawings, notes, instructions, engineering notices or technical data referred to in the Order shall be deemed to be incorporated herein by reference as if fully set forth, to the extent that they do not conflict with these Terms and Conditions or the Order.
15. Publicity, Promotion or Advertising
The Supplier shall not, without the Purchaser’s prior written consent, issue any news release, advertising, publicity or promotional material regarding the Order (including denial or confirmation thereof).
16. Force Majeure
The Purchaser reserves the right to defer the date of delivery or payment or to cancel the Agreement or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Purchaser including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
17. Termination
17.1 The Purchaser shall have the right at any time and for any reason to terminate the Agreement in whole or in part by giving the Supplier written notice whereupon all work on the Agreement shall be discontinued and the Purchaser shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
17.2 The Purchaser shall have the right at any time by giving notice in writing to the Supplier to terminate the Agreement forthwith if:
(a) the Supplier commits a material breach of any of the terms and conditions of the Agreement; or
(b) the Supplier (being and individual) shall commit an act of bankruptcy or a receiving order be made against him or if the Supplier (being a company) shall enter into an arrangement or composition with its Creditors or go into liquidation whether voluntary or otherwise except for the purpose of amalgamation or reconstruction.
17.3 The termination of the Agreement, however arising, shall be without prejudice to the rights and duties of the Purchaser accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
18. Indemnity
The Supplier shall keep the Purchaser indemnified in full against all direct, indirect or consequential liabilities (which terms include without limitation, loss of profit, loss of business, depletion of goodwill and like loss) loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Purchaser as a result of or in connection with:
(a) defective workmanship, quality or materials
(b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods
(c) any claim made against the Purchaser in respect of any liability, loss, damage, injury, cost or expense sustained by the Purchaser’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Agreement by the Supplier.
19. Remedies
Without prejudice to any other right or remedy which the Purchaser may have, if any Goods are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Agreement the Purchaser shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Purchaser:
(a) to rescind the Order
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier
(c) at the Purchaser´s option to give the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Agreement are fulfilled
(d) to refuse to accept any further deliveries of the Goods but without any liability to the Supplier
(e) to carry out at the Supplier’s expense any work necessary to make the Goods comply with the Agreement
(f) to claim such damages as may have been sustained in consequence of the Supplier’s breach or breaches of the Agreement.
20. General
20.1 Each right or remedy of a party under the Agreement is without prejudice to any other right or remedy of that party whether under the Agreement or not.
20.2 If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
20.3 Failure or delay by a party in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.
20.4 Any waiver by a party of any breach of, or any default under, any provision of the Agreement by a party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
20.5 The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
20.6 Where a framework agreement exists between the Purchaser and a Supplier for the supply of goods and/or services covered by this Order then the details within the framework agreement shall take precedence over these Conditions.
20.7 This Agreement shall be governed by, construed and interpreted according to English Law and shall be subject to the exclusive jurisdiction of the English courts.
Website Terms & Conditions of Use
These are the Website terms and conditions (the “Website Conditions”), which apply to the use of the Website by you, the end user. By using the Website you agree to be bound by these Website Conditions.
If you do not agree to be bound by these Website Conditions, you may not use or access the Website and we will have the right to restrict or prevent your access to the Website.
THESE TERMS OF USE DO NOT AFFECT YOUR STATUTORY RIGHTS.
IT IS AGREED THAT:
1. Your obligations
a. You will not:
a1. use the Website (or any part of it) for any illegal purpose and agree to use it in accordance with all relevant laws;
a2. upload or transmit through the Website (i) any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or (ii) any material which is defamatory, offensive, or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety;
a3. use the Website in a manner which (i) may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired or (ii) violates or infringes the rights of any person, firm or company (including, but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy); and
a4. create or publish a hypertext link to any part of the Website without our express written consent except that you may create a hypertext to the welcome page of the Website as long as the link does not portray us or our affiliates, or their products or services in a false, misleading, derogatory, or offensive matter. You may not use any of our logos or proprietary marks as part of the link without our express written consent. We may terminate your permission to maintain such links at any time;
a5. frame or use framing techniques to enclose any part of the Website or any content accessible on it without our express written consent. You will not use any meta tags or any other hidden text using our (or our affiliates?) names, logos, brands or marks without our express written consent. Any unauthorised use terminates the permission or license granted by us to use this Website in addition to our other rights; or
a6. attempt any unauthorised access to any part or component of the Website.
b. You agree that in the event that you have any right, claim or action against any third party arising out of that third party’s use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.
c. You warrant that by accessing and using the Website you will not be in breach of any laws or regulations that apply to you.
2. Our rights
a. We may:
a1. modify or withdraw, temporarily or permanently, the Website (or any part of it) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website; and/or
a2. change these Website Conditions from time to time and your continued use of the Website (or any part of it) following such change shall be deemed to be your acceptance of such change. You should check back here regularly as you will be bound by these Website Conditions every time you visit the Website. If you do not agree to any change to the Website Conditions then you must immediately stop using the Website; and/or
a3. monitor any activity and content associated with the Website. We may investigate any reported violation of these Website Conditions or complaints relating to the Website and take any action that we believe is appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website).
b. The Website is subject to change from time to time. You will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website for any reason.
3. Disclaimer of warranties
a. Subject to Website Conditions 5.1 and 5.2 below, the Website is provided, on an “as is” and “as and when available” basis without any representation or endorsement and we make no warranties of any kind, whether express or implied, in relation to the Website, its content or any services offered on the Website.
b. In particular, we make no warranties that the Website, its content or any services offered via the Website will meet your requirements or will be uninterrupted, timely, secure or error–free, that defects will be corrected, or that the Website or the server which makes it available are free of viruses or bugs or are fully functional, accurate, or reliable. We will not be responsible or liable to you for any loss of content or material as a result of uploading to or downloading from the Website.
4. Liability
a. Whilst we will use reasonable endeavours to verify the accuracy of any information we place on the Website, we make no warranties or representations, whether express or implied in relation to its accuracy.
b. Nothing in these Website Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees or any liability for fraud or for any other liability that cannot be excluded or limited by law. Nor do these Website Conditions (or the warranty and liability exclusions in them) apply to any purchases made via this Website.
c. You agree that you are free to choose whether to use the Website or any services offered on the Website and do so at your sole option, discretion and risk.
d. We will not be responsible to you or any third party for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any indirect or consequential loss in connection with the Website.
e. Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non–performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
5. Intellectual property
a. Save as set out in Website Condition 5.4 below, you acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content contained within the Website shall remain at all times owned by us or our licensors. You are permitted to use this material only as expressly authorised by us.
b. You acknowledge and agree that the material and content contained within the Website is made available for your personal use only (which may include use by contractors to obtain information on individual items for sale via the website to determine whether the contractor wishes to purchase such items from us) and that you may download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the Website is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content. This includes, but is not limited to, the text, graphics, animations, photographs, pictures, sounds, data, images, audio and video clips connected to the Website.
c. In particular, you may not download, edit, reproduce or use any material and content contained within the Website for the purpose of advertising, promoting, endorsing or implying any connection with you or any third party. Nor may you systematically extract and/or re–utilise parts of the contents of the website without our express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering/extraction tools to extract (whether once or many times) for re–utilisation, any substantial parts of this website, without our express written consent. You also may not create and/or publish your own database that features substantial parts of this Website (including without limitation prices and product listings) without our express written consent.
d. Any information you submit to the Website, whether by way of comment, any chat room function or otherwise, will not be treated confidentially and you acknowledge that we may use such information for any purposes subject to these Website Conditions. You give us an absolute right to reproduce (whether in whole or in part, and whether cropped, adopted, altered or otherwise manipulated) any photos or other images that you submit to the Website.
e. By submitting material to the Website, you warrant and represent that you own such materials (including any copyright and other intellectual property rights therein) or that you have permission from the owner and that you have obtained the informed consent of any subjects of the images and that any subjects featured in any such images are at least 18 years of age at the time such material was created. You hereby waive any moral rights you may have in relation to such content.
6. Links to other websites
We may, from time to time, provide links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such other sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.
7. Waivers and remedies
a. No delay or omission in exercising any right, power or remedy provided by these Website Conditions or by law shall operate to impair or be construed as a waiver of it or of any other right, power or remedy.
b. No single or partial exercise or non–exercise of any of these rights, powers or remedies shall preclude any other or further exercise of them or of any other right, power or remedy.
c. The rights, powers and remedies provided by these Website Conditions are cumulative and subject as otherwise provided in these Website Conditions are not exclusive of any rights, powers and remedies provided by law.
8. Law and Jurisdiction
a. These Website Conditions shall be governed by and construed in accordance with English law.
b. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England in relation to any claim or matter arising under or in connection with these Website Conditions.
9. General
a. If any part of these Website Conditions is found to be invalid by any court or other regulatory or competent body, the invalidity will not affect the rest of the Website Conditions, which shall remain in force.
b. Any notices or communications that you send to us should be sent to CPE Pressure Vessels Ltd. Any notices or communications that we send to you will be sent to the email address you registered with us.
c. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of these Website Conditions, including without limitation, all of your representations, warranties and indemnification obligations.
d. No person who is not a party to this agreement shall have any right to enforce this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
