GENERAL CONDITIONS OF SALE
1. ACCEPTANCE AND AMENDMENTS
(1) These General Conditions shall apply to all tenders, offers, quotations, orders, acceptances, deliveries and contracts relating to the sale or hire of Goods by the Seller unless or except to the extent that a duly authorised representative of the Seller otherwise agrees in writing.
(2) Save as provided in Condition 1 (1) these Conditions shall apply to the exclusion of any other terms and conditions subject to which the Buyer purports to accept a quotation by the Seller, or place an order or make a contract with the Seller.
(3) No representative, agent or salesman who is not a director of the Seller has any authority to amend or waive any of these Conditions or other provisions of the Contract.
2.DEFINITIONS AND INTERPRETATION
(1) In these Conditions: “Contract” means the contract for the sale and purchase or hire of the Goods (in which these Conditions apply). “Goods” means the goods (including any instalment of the Goods or any parts for them) which the Seller is to supply pursuant to or in connection with the Buyer’s purchase or hire order and the Contract. “Buyer” means any party which enters a Contract with the Seller. (2) Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
A. Types of Licensees:
(i) Individual User: a single unique computer, with an individual IP address;
(ii) Single-Site: one geographic location or to multiple sites within one city that are part of a single organization unit administered centrally; for example, different campuses of the same university within the same city administered centrally.
(iii) Multi-Site: an organization or company with independently administered multiple locations within one city; or an organization or company located in more than one city, state or country, with central administration for all locations.
B. Authorized Users: any individual who has subscribed to this Product; if a Site License, also includes registered students, faculty or staff member, or employee of the Licensee, at the Single or Multiple Site.
3. Limited License
CPLSO grants Licensee a limited, revocable, nonexclusive, non-transferable license to access, by means of one or more authorized IP addresses, and according to the terms of this Agreement, to make the uses permitted and described below, each CPLSO Product to which Licensee has subscribed.
A. Specific Licenses:
(i) Individual User:
(a) the right to browse, search, retrieve, display and view the Product;
(b) the right to download, store or print single copies of individual Documents, or portions of such Documents, solely for Licensee’s own use. That is, Licensee may access and download an electronic file of a Document (or portion of a Document) for temporary storage on one computer for purposes of viewing, and/or printing one copy of a Document for individual use. Neither the electronic file nor the single hard copy print may be reproduced in anyway. In addition, the electronic file may not be distributed elsewhere over computer networks or otherwise. That is, the electronic file cannot be emailed, downloaded to disk, copied to another hard drive or otherwise shared. The single hard copy print may only be distributed to others for their internal use within your organization; it may not be copied. The individual Document downloaded may not otherwise be sold or resold, rented, leased, lent or sub-licensed.
(ii) Single-Site and Multi-Site Licenses:
(a) the right to browse, search, retrieve, display and view the Product;
(b) the right to download, store or print single copies of individual Documents, or portions of such Documents for the Authorized User’s personal use, and to share such copies with other Authorized Users of Licensee within Licensee’s computer network;
(c) if an educational institution, Licensee is permitted to provide a hardcopy of individual Documents to individual students (Authorized Users) in a class at Licensee’s location;
(d) the right to display, download and distribute hardcopies of Documents for training Authorized Users or groups of Authorized Users.
(e) Licensee will undertake all necessary authentication and verification processes to ensure only Authorized Users can access the CPLSO Product.
(f) Licensee will provide CPLSO with a list of authorized IP (numeric IP domain addresses) addresses and, if Multi-Site, a list of authorized sites.
B. Prohibited Uses.
(i) This License describes all permitted uses. Any other use is prohibited, is a violation of this Agreement and can result in immediate termination of this License.
(ii) An Authorized User may not make this Product, or Documents, available to anyone other than another Authorized User, whether by Internet link, or by permitting access through his or her terminal or computer; or by other similar or dissimilar means or arrangements.
(iii) Specifically, no one is authorized to transmit, copy, or distribute any Document in any manner or for any purpose except as described in Section 3 of this License, without CPLSO’s prior express written permission. In particular, except as described in Section 3, no one may, without the prior express written permission of CPLSO: (a) distribute or forward a copy (electronic or otherwise) of any article, file, or material obtained from any CPLSO Product or Document; (b) reproduce or photocopy any standard, article, file, or material from any CPLSO Product; (c) alter, modify, adapt, or translate any standard, article, file, or material obtained from any CPLSO Product; (d)include any standard, article, file, or material obtained from any CPLSO Product or Document in other works or otherwise create any derivative work based on any materials obtained from any CPLSO Product or Document; (e) impose any charge for a copy (electronic or otherwise) of any standard, article, file, or material obtained from any CPLSO Product or Document, except for normal printing/copying costs where such reproduction is authorized under Section 3; or (f) systematically download, archive, or centrally store substantial portions of standards, articles, files, or material obtained from any CPLSO Product or Document. Inclusion of print or electronic copies in course packs or electronic reserves, or for distance learning use, is not authorized by this License and is prohibited without CPLSO’s prior written permission.
(iv)Licensee may not utilize the Product, or access to the Product, for commercial purposes, including but not limited to the sale of Documents, materials, fee-for-service use of the Product or bulk reproduction or distribution of Documents in any form; nor may Licensee impose special charges on Authorized Users for use of the Product beyond reasonable printing or administrative costs.
C. Copyright Notice. All copies of material from an CPLSO Product must bear proper copyright notice in CPLSO’s name, as shown in the initial page of each standard, article, file or material. Obscuring, deletion or modification of the copyright notice is not permitted.
4. Detection of Prohibited Uses
Licensee is responsible for taking reasonable measures to prevent prohibited uses, and promptly notify CPLSO of any infringements of copyright or prohibited use of which Licensee becomes aware. Licensee will cooperate with CPLSO in investigating any such prohibited uses and will take reasonable steps to ensure the cessation of such activity and to prevent any reoccurrence.
Licensee shall use all reasonable efforts to protect the Product from any use that is not permitted under this Agreement, and shall notify CPLSO of any use of which it learns or is notified.
5. Continued Access to Product
CPLSO reserves the right to terminate this License, upon written notice, if Licensee materially breaches the terms of this Agreement. If Licensee fails to pay CPLSO any license or subscription fees when due, CPLSO will provide the Licensee with a 30-day period within which to cure such breach. No cure period will be provided for material breaches relating to violations of Section 3 or any other breach likely to cause CPLSO irreparable harm. If Licensee’s subscription to an CPLSO Product terminates, further access to the online database will be denied. If Licensee or Authorized Users materially breach this License or make prohibited uses of material in any CPLSO Product, CPLSO reserves the right to deny Licensee any access to the CPLSO Product, in CPLSO’s sole discretion.
(1) Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. (2) All descriptions, specifications, drawings, weights, dimensions, capacities, prices, performance ratings and other data quoted or submitted by the Seller or included in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by the Seller are to be deemed approximate only (except where stated in writing to be exact or expressly made of the essence) and subject thereto none of such items or any part thereof shall form part of the Contract (other than as approximations).
(3) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
(4) The Seller reserves the right to make any changes in the specification of Goods which are required to conform with any applicable safety or other legal requirements or which do not materially affect their quality or performance.
No order which has No order which hascelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 the Seller as a result of cancellation.
(1) Unless otherwise agreed in writing or stated on the Seller’s quotation or acknowledgement of order the price payable by the Buyer for each delivery of Goods shall be the Seller’s list price ruling at date of despatch. (2) Until an order has become binding on the Seller all prices are subject to change without prior notice. (3) After an order has become binding on the Seller, all prices will have V.A.T. added at the appropriate rate and are subject to increase to reflect any increases in costs to the Seller (including without limitation; costs of materials, labour, transport and services, and fluctuations in currency exchange rates and any tax, duty, fee or charge imposed by any government or other authority) prior to delivery, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
(4) Unless otherwise agreed in writing or stated on the Seller’s quotation or acknowledgement of order, packaging, delivery and transport charges, insurance, the cost of installation and/or erection on site, and the cost of any commissioning or running or installation tests and of materials used therefor are not included in the price and will be charged extra at the Seller’s then current rates.
(1) Unless otherwise agreed in writing or stated on the Seller’s quotation or acknowledgement of order, the net invoice amount shall become due for payment by the Buyer on the working day prior to the due date of delivery or (if earlier) upon the occurrence of any circumstances whereunder, pursuant to the Contract or these Conditions, payment falls immediately due. The time of payment shall be of the essence of the Contract.
(2) The Seller reserves the right at any time before proceeding further with an order to demand full or partial payment of monies due and payable under the Contract and under any other contract between the Seller and the Buyer.
(3) If the Buyer defaults in any payment the Seller may in addition to exercising the right contained in Condition 6(2) above suspend work, delay or withhold delivery or cancel the Contract or suspend work, delay or withhold delivery under or cancel any other contract between the Seller and the Buyer and retain any progress payments or payments on account already received under the Contract or under any other contract between the Seller and the Buyer.
(4) The Seller reserves right to charge interest at an annual rate of two per cent above the base rate from time to time of Lloyds Bank PLC on all overdue moneys.
(5) The Seller shall have a lien on all undelivered goods which the Buyer agrees to purchase from the Seller for all moneys due from the Buyer to the Seller under any contract between them and the Buyer shall have no right of set-off in respect of such moneys. (6) All rights and remedies afforded to the Seller in these Conditions for non-payment shall be in addition and without prejudice to all other rights and remedies available to the Seller under the Contract or at law.
Where the goods are supplied under these conditions subject to a contract of hire:
(1) The payments due by the Buyer to the seller shall continue to accrue on a pro-rata basis until the goods are returned by the Buyer to the Seller;and
(2) The Buyer shall be responsible for and indemnify the Seller for the cost of any repair,replacement or any loss subsequently incurred by the seller as a result of any damage howsoever caused to the Goods during the period of hire.
Time of delivery is not of the essence of the Contract and any time or date specified by the Seller as the time at which or the date on which the Goods will be delivered is given and intended as an estimate only and the Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery.
(2) The Seller reserves the right to make delivery by instalments, unless otherwise expressly agreed in writing. The period during which delivery by instalments may be made and the quantity of Goods delivered in each instalment shall be in the Seller’s discretion.
(3) Where Goods are delivered in instalments, each delivery shall constitute a separate contract (in which these Conditions apply (mutatis mutandis)) and failure by the Seller to deliver any one or more of the instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as repudiated.
(4) Delivery will be made in boxes or such other standard size packs as may be appropriate for delivery of the Goods. The Seller’s certificate shall be accepted as conclusive proof of quantity of Goods delivered.
(5) Notwithstanding any express agreement as to the date of delivery the Seller shall be entitled to postpone or cancel delivery in whole or in part when it is delayed in or prevented from making or obtaining any Goods or materials or parts or components or services therefor or making delivery of Goods by strikes, lockouts, trade disputes or labour troubles or any cause beyond the Seller’s reasonable control including, but without limitation, act of God, act of the Buyer or its agents, embargo or other governmental act or request, fire, accident, war, riot, delay in transportation or inability to obtain adequate labour or manufacturing facilities. During any of the foregoing events the Seller’s obligations shall be suspended until such events cease or until the Seller cancels delivery (as the case may be) and the Seller shall not be required to obtain elsewhere in the market goods with which to replace or permit it to produce Goods delivery of which has been postponed or cancelled as a result of any of the said events. In the event of cancellation, the Seller shall be paid pro rata for Goods delivered or work done to the date of cancellation.
(7) If the Buyer fails to take delivery of Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller (including its right to payment) the Seller may:-
(i) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and
(ii) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract and the Buyer shall indemnify the Seller in full against all losses, damages, charges and expenses incurred by the Seller as a result of the Buyer’s said failure to take delivery or give adequate delivery instructions to the extent that the Seller’s said losses, damages, charges and expenses are not covered by any payments made or monies obtained under (i) or (ii) above.
(8) The Buyer shall be solely responsible for the proper unloading of the Goods. If, to assist the Buyer remove the Goods from point of delivery, the Seller or any sub-contractor does any loading or unloading of goods free of charge, no liability whatsoever shall thereby be incurred by the Seller or subcontractor and the Buyer shall indemnify the Seller in respect thereof.
12. TESTING/ERECTION AND INSTALATION
(1) Unless otherwise agreed in writing or stated on the Seller’s quotation or acknowledgement of order the Buyer shall pay the Seller’s reasonable charges at the Seller’s then current rates for any installation, erection, testing, or commissioning of Goods carried out by the Seller or agents or sub-contractors of the Seller.
(2) Results of tests which have not been agreed and carried out in accordance with procedures agreed with the Seller shall not be regarded for the purpose of any claim against or in establishing any liability of the Seller.
(3) If the Buyer wishes to make any claim against the Seller on the basis of tests which have been so agreed and carried out, the Buyer shall send to the Seller not later than 2 months after the date of delivery results of any such testing of the Goods together with details of the claim. Failure to comply with this Condition 8(3) shall constitute a waiver by the Buyer of all claims based on or relating to the facts revealed by such testing.
(4) Where the Buyer wishes the Seller to erect and install or to test or commission Goods on site, the Buyer shall supply the Seller with full details necessary to enable the Seller to do same and shall ensure that the site and access thereto and egress therefrom are suitable and that all necessary electrical, gas, water, compressed air and other services, labour, test materials, security and safety precautions are available.
13. BUYER’s OBLIGATIONS AND CLAIMS ON DELIVERY
(1) The Buyer will examine Goods carefully and notify the Seller (and any carrier for the Seller) in writing within 5 days of taking delivery of any error in quantity or description of Goods delivered or that they were mixed with others not included in the contract or of any damage to goods revealed by such examination and not caused since delivery was taken.
(2) Failure to make any notification in accordance with Condition 9(1) shall constitute a waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed.
(1) Risk of damage to or loss of the Goods shall pass to the Buyer:-
(i) in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
(ii) in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery (except where the goods are sold f.o.b.) or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Delivery to a carrier or to any person firm or company on the Buyer’s behalf shall constitute delivery to the Buyer.
(2) Where goods are sold f.o.b. all risk of damage or loss in transit shall pass to the Buyer when the Goods are placed on board ship, and the Seller shall be under no obligation to give to the Buyer the notice specified in Section 32(3) Sale of Goods Act, 1979.
15. TITLE TO GOODS
(1) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due, together with any interest or other sums payable under the relevant contract in respect of the Goods and such other goods.
(2) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
(3) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
(4) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
16. WARRANTIES AND LIABILITY
(1) Subject to the terms and conditions set out in this Condition 12, the Seller warrants to the Buyer that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 6 months from delivery.
(2) The warranty in Condition 12(1) above is given by the Seller subject to the following conditions:-
(i) the Seller shall be under no liability where Condition 9(2) applies;
(ii) otherwise, the Seller shall be under no liability in respect of any defect in the quality or condition of the Goods or their failure to meet specification unless the Buyer’s claim is notified to the Seller within 14 days of the date upon which such defect or failure was or should reasonably have been discovered;
(iii) the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
(iv) the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Seller’s approval;
(v) the Seller shall be under no liability under such warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
(vi) such warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
(3) Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
(4) Where any valid claim in respect of any Goods or part(s) thereof based on any defect in the quality or condition of the Goods or part(s) thereof or their failure to meet specification or perform is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to repair or replace the Goods (or the part(s) in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
(5) Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except
as expressly provided in these Conditions.
17. TRADE MARKS, PATENTS AND OTHER INDUSTRIAL RIGHTS
(1) If any claim is made against the Buyer alleging that Goods infringe any patent rights, registered designs, copyright or other industrial property rights of another then :-
(i) the Buyer shall forthwith notify the Seller with full particulars, and
(ii) the Seller or its suppliers or licensors (as case may be) shall be at liberty at their expense to conduct all negotiations and/or litigation in respect thereof and (if necessary) in the name of the Buyer, and
(iii) except pursuant to a final award, the Buyer shall not pay or accept any such claim or compromise any proceedings without the consent of the Seller (which shall not be unreasonably withheld or delayed) and if as a result of such negotiations or litigations the Buyer shall be unable to use the Goods substantially for purpose for which they were bought the Seller shall (except where Condition 14 below applies) take them back and refund the price thereof and such refund shall be in full satisfaction of all claims by the Buyer against the Seller.
(2) The Buyer shall indemnify the Seller against all actions costs (including cost of defending legal proceedings) claims proceedings and demands in respect of any infringement or alleged infringement by the Seller of patent rights registered design copyright design rights or other industrial rights attributable to the Seller complying with any special instructions from or requirements of the Buyer relating to the Goods.
18. INSOLVENCY OF THE BUYER
(1) This Condition applies if:
(i) the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(ii) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(iii) the Buyer ceases, or threatens to cease, to carry on business; or
(iv) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
(2) If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to suspend work, delay or withhold delivery under or cancel the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Any notice given hereunder must be in writing and may be effected by personal delivery, telex facsimile or by registered mail postage and (subject, in each case, to proof that such notice was properly addressed and despatched) if effected by telex or facsimile shall be deemed to be received on the day of sending and if effected by post shall be deemed to be received 48 hours after the date of posting.
20. NO AGENCY
Nothing in these Conditions shall entitle the Buyer to represent itself as an agent of the Seller, and no agency shall be created or implied between the Buyer and the Seller under these Conditions.
21. NO ASSIGNMENT
The Contract shall be personal to the Buyer and shall not nor shall any rights under it be assigned by the Buyer without the written consent of the Seller.
22. NO WAIVER
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
23. GOVERNING LAW
The Contract (and these Conditions) shall be governed by and construed in accordance with the laws of England.
If any provision of the Contract (or of these Conditions) is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract (or of these Conditions) and the remainder of the provision in question shall not be affected thereby.
by purchasing a membership you accept the CPLSO Code of Ethics as outlined here.
The Fundamental Principles
Members uphold and advance the integrity, honour and dignity of CPLSO by:
- a. using their knowledge and skill for the enhancement of human safety; and
- b. being honest, impartial and serving with fidelity their committees for the benefit of the public; and
- c. accept that failure to abide by this CPLSO code of Ethics will immediately result in their permanent dismissal, as a Members, from CPLSO.
The Fundamental Canons
- Members shall hold paramount the safety, health and welfare of the public in drafting standards.
- Members shall draft standards only in the areas of their competence. This competence must be independently audited and demonstrated.
- Members shall continue their professional development throughout their membership of CPLSO. Their professional development must be appropriate for the committee on which they serve.
- Members shall respect the proprietary information and intellectual property rights of others.
- Members shall issue statements only in an objective and truthful manner.
- Members , or company they represent, shall not seek legal suit or sanction against another CPLSO Members, or company they represent, unless there is infringement of the relevant CPLSO codes, policies and procedures.