Terms & Conditions

Cambridge Mechatronics Limited is referred to throughout this web site as 'Cambridge Mechatronics Limited', 'CML', 'the Company', 'we', 'us' and where property of Cambridge Mechatronics Limited (intellectual or physical) is referred to, 'Cambridge Mechatronic Limited's', 'CML's', 'our' and 'The Company's' are used.

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1. Definitions

In these Conditions, where applicable:

1. 'Seller' is 1Limited.
2. 'Product' is the goods and services supplied by Seller and, where appropriate, includes accompanying or related literature and packaging.
3. 'Buyer' is the purchaser of Product; and where the Buyer consists of more than one person, means each person jointly and severally.
4. 'Sale' includes rental and other disposal for value of any right or interest in goods and supply of services; and references to Seller and Buyer have a corresponding meaning.
5. 'Confirmation' is Seller's written confirmation of Sale.
6. 'Delivery', in relation to goods, is the passing of possession; and in relation to services is their performance. References to delivery include part delivery.
7. 'Price' means all monies payable by Buyer to Seller for Product, including costs of packaging, transport and insurance; and in the case of part delivery means the part of the Price corresponding to the Product delivered.
8. 'Interest' is at the rate of 0.1% daily, compounded half yearly.
9. 'Taxes' means all applicable duties, taxes, imports, fees and deposits charged by authority of law upon the importation or sale of Product.
10. 'Manufacture' comprises any supplier of Product.
11. 'Subpurchaser' means any purchaser from the Buyer, and includes any person who has or had the benefit of a manufacturer's guarantee for Product.
12. 'Consumer' means a person who is not a buyer of the Product in course of the buyer's business or profession, and who is protected by consumer protection legislation applicable to the sale.
13. 'Person' means any individual, firm, partnership or other body corporate or unicorporate and any governmental or supranational authority.
14. 'Notice' means notice in writing; 'notify' has a corresponding meaning. 'Writing' includes any written telecommunication.
15. Words and phrases defined in the current edition of Incoterms (published by the International Chamber of Commerce in Paris) shall have the same meaning in any sale.
16. Genders are interchangeable and the singular number includes the plural.

2. Formation of Contracts

1. All orders are subject to Confirmation by Seller. There is a binding contract between Seller and Buyer when Seller delivers Product or despatches a Confirmation.
2. All sales are subject to these Conditions. A Confirmation, incorporating these Conditions except as expressly therein stated, shall be presumed to contain the correct and entire terms of the contract unless Buyer within 10 days after despatch or the Confirmation notifies Seller of any error. Seller is unable to consider, and its sales personnel will not redeem any standard purchasing conditions of customers. Buyer's standard conditions are incorporated only if, and to the extent that, Seller expressly confirms to Buyer in writing. All future sales are subject to these conditions or such subsequent standard conditions as Seller may issue to Buyer.
3. Seller retains the copyright and all other rights in its sales and user literature, and in all quotations and prices, none of which may be copied or used for purposes other than those for which they have been provided to the customer or prospective customer. All computer software, product designs and other intellectual property in Product remain in the property of Seller or of Seller's suppliers, and may be used only in the proper operation of Seller's Product. Unless, and only to the extent that, Seller first confirms in writing to Buyer that information is the confidential property of Buyer, all information supplied to Seller by or for Buyer shall be deemed to be in the public domain. If Product is made to the design or specification of Buyer, the Buyer will not claim any rights over processes or know-how disclosed to Seller for the manufacture of the Product.
4. Seller may make part deliveries, provided that each part shall be capable of use or resale on its own; each such part delivery shall be accepted and paid for as if it had been performance of a separate order.
5. Unless otherwise expressly stated in the order and in any Confirmation, delivery dates are indicative only. At any time after the contractual or indicated delivery date, Buyer may serve on Seller such notice as is reasonable in the circumstances (but in any event of not less than 61 days) making time of delivery of the essence of the contract; Seller may, within 21 days after receiving Buyer's notice, by counter-notice to Buyer rescind the contract or any saveable part of contract, and in such case shall have no further liability to Buyer on the rescinded contract or part, except to return the Price ot proportion thereof.
6. Catalogues, price lists and other sales literature, and information given on behalf of the Seller (whether written or oral) are for general information only and are neither incorporated in the contract nor to be regarded as representations on the basis of which the sale is made, except as may be expressly stated in the order and in any Confirmation. Unless otherwise expressly stated in the order and in any Confirmation, variations in the design, specification, performance characteristics and/or appearance of Product are permitted, provided that Product supplied shall be of substantially equivalent nature and value.
7. All goods are (unless otherwise expressly stated in the Seller's price list and confirmed in writing in the order and in any Confirmation) ex Seller's warehouse or manufacturing site in England; packing, freight and, if the Buyer so requests or Seller considers appropriate, insurance will be charged to Buyer at cost.
8. All prices are exclusive of Taxes; Buyer will in addition to the Price pay all Taxes at applicable rates and interest; and references herein to payment of the Price to Seller include payment to Seller of Taxes for which Seller is accountable.
9. Unless otherwise expressly stated in the order and in any Confirmation, all orders for standard Product are accepted upon the basis that if the list Price of Product is increased or decreased between the date of the Confirmation and delivery, an appropriate adjustment to the Price will be made by Seller.
10. Unless otherwise stated in the order and in any Confirmation, all goods are sold with the benefit of a manufacturer's standard form; a print of the applicable form is available on request. The guarantee shall be in substitution for, and in exoneration of, all other liability of Seller and manufacturer for defective goods. Seller, when not the manufacturer, contracts as agent of the manufacturer for the purpose of this paragraph. Where repairs or replacements are undertaken with the benefit of a guarantee, the terms of this paragraph shall apply to the repair or replacement as it applies to goods sold. In the case of a Consumer sale, this paragraph is subject to any overriding provisions of law at the place where the Product is intended by Seller to be sold to a Consumer.
11. Except where otherwise provided by a provision of law which cannot be excluded by contract, Product is sold, and each distributor or dealer for Product undertakes that Product will be resold by it, subject to the condition that in relation to any claim properly made by the Buyer or any subpurchaser, whether in contract or otherwise (except any claim for death or personal injury caused by negligence for which the person against whom the claim is made is responsible), the liability of Seller and of each manufacturer to Buyer and any subpurchaser shall not exceed the Price of the Product irrespective of the subject of the claim; and in any event the Seller, manufacturer or other supplier shall not be liable for any economic loss or for consequential losses. Neither Seller nor manufacturer shall be responsible for, or for the consequences of, repairs undertaken by Buyer, any subpurchaser or third parties.
12. It is a condition of the sale that Seller shall not be liable for, and Buyer may not rescind the agreement by reason of, any delay, defect or omission resulting from acts of God, acts of any national, supranational or public authority, industrial disputes, unavailability or delay in supply of materials or labour on normal commercial terms, or any other matter, whether or not of like nature, which is wholly or partly outside the control of Seller.

3. Possession and Title, Payment, Credit, Notice of Claims

1. Buyer receives delivery of goods when they are received by or on behalf of Buyer or by an independent carrier for delivery to Buyer. Risk passes to Buyer on such delivery. Buyer will at its own expense insure the goods in their full value against all usual risks. So long as the property in the goods remains in Seller, Buyer will have no insurable interest therein (save as to any surplus over the Buyer's liability to the Seller) and the proceeds of insurance are held on trust for Seller.
2. Immediately upon receipt of goods by Buyer or the Buyer's designated recipient, Buyer shall examine and test the goods and, as a condition precedent to any claim by Buyer, shall give timely notice to Seller, and to the carrier if applicable, of any missing or defective Product. Buyer shall be deemed to have accepted Product unconditionally unless notice of claim is given by Buyer to Seller within 14 days after delivery of the item to which the claim relates.
3. Delivery shall be deemed to be complete and payment shall not be withheld or delayed, notwithstanding that items may remain to be delivered, or to be repaired or replaced under a guarantee, provided that the Product is meanwhile capable of use or resale. No payment shall be withheld or delayed by reason of any claim, counterclaim or set-off, unless unconditionally confirmed and quantified in writing by Seller to Buyer or by court judgment. Payment is deemed to have been made when the whole Price, and any taxes for which Seller is accountable, have been received by Seller in cash or by unconditional credit to Seller's account at a bank and branch designated by Seller. The Buyer will pay Interest on amounts due and unpaid.
4. Unless otherwise expressly stated in the order and in any Confirmation, goods are sold upon the terms that full payment of the Price and Taxes will be made by the Buyer on or before delivery. If it appears to Seller, in Seller's unfettered discretion, that there is doubt for any reason (whether or not related to the financial circumstances of Buyer) that payment of Price and Taxes will be made for all or any of the order in full on the due dates, Seller may, notwithstanding any terms for payment otherwise agreed in the contract, require by notice to Buyer that immediate payment be made or unconditionally secured to the satisfaction of Seller, and if payment is not made or secured to the satisfaction of Seller within 7 days after such notice, Seller may in its discretion and without prejudice to Seller's claim for damages for breach of contract, without further liability to the Buyer suspend work on the whole or any part of the contract and/or then or at any subsequent time terminate the same. Seller shall repay to Buyer such deposit, if any, as is not required for the discharge of Buyer's liability to Seller. Seller may accept as security for payment an unconditional guarantee by, or a transferable and divisible letter of credit drawn on or confirmed by a London bank.
5. Property in goods shall not pass to Buyer until the Price is fully paid.
6. If the Seller grants credit to the Buyer, such credit is a separate agreement and shall not be a condition of the sale. Seller may at any time reduce, suspend or withdraw credit facilities to Buyer without stating any reason; in particular Seller may withdraw credit if Buyer or any member of the Buyer's group or other person with whom Buyer is associated, has committed or threatens to commit any breach of contract with the Seller or any associate of the Seller or is or appears likely to become insolvent.
7. If at the date of payment for goods, there are any monies owed by Buyer to Seller and unpaid (whether or not then payable), and such debts are not fully covered by a letter of credit or bank guarantee, then property in goods paid for by Buyer shall nevertheless remain vested in Seller until all such debts are discharged in full. Buyer shall have the right to use the goods, but not to affix them to land or premises or incorporate them in other products. If Buyer is a distributor or dealer of Seller, then Buyer may sub-sell the goods, retaining title on trust for Seller until payment. Buyer authorises Seller to recover such goods in Buyer's name from any subpurchaser. Buyer authorises Seller to collect the proceeds of any subsale as if the subsale had been made by Buyer as agent for Seller, to give a good receipt and to retain for Seller's own account all monies payable by Buyer. Buyer will give or procure for Seller and its agents free access to premises and equipment in which Seller's goods, and all accounts and records relating to the are stored, and will without charge to Seller procure that its servants and agents render such assistance as Seller may reasonably require to give effect to these provisions. Seller will account to Buyer for any surplus collected from sub-purchasers, less costs of collection, above the monies owed by Buyer to Seller.

4. General

1. Buyer shall not without the prior written consent of Seller assign or encumber its rights under the contract.
2. Seller may subcontract all or part of the contract.
3. If any term of the contract shall under the applicable law be unlawful or unenforceable, the contract shall be performed in such lawful manner as shall most nearly achieve the like objectives of the contract.
4. This contract shall be deemed to have been made under the laws of England, and any dispute shall be decided by the English courts, without prejudice to the right of either party to interlocutory relief in any other court.

Company registration details:

Registered in England: 3071231

Address:
Cambridge Mechatronics Ltd,
St John's Innovation Centre,
Cowley Road, Cambridge
CB4 0WS England