CMYUK Ltd – Commercial Terms and Conditions for the Supply of Products

Purpose and Guiding Principles

These Commercial Terms and Conditions have been prepared to provide a clear, fair and commercially robust contractual framework governing the sale and supply of Products by CMYUK Ltd to its business customers.

The document is intended to establish certainty and consistency, define rights and obligations, allocate commercial risk fairly, support efficient order processing, protect CMYUK Ltd's legitimate interests and promote long-term business relationships.

These Terms and Conditions reflect current UK commercial practice for business-to-business transactions.

Document Scope

These Terms and Conditions govern the supply of Products by CMYUK Ltd to business customers within the United Kingdom. They apply exclusively to business-to-business transactions. They do not apply to consumer transactions or, unless expressly agreed in writing, to installation, commissioning, engineering, maintenance, consultancy, training or other professional services.

Using this Agreement

This document should be read as a complete contractual agreement. Individual clauses should not normally be interpreted in isolation. Any amendments are only effective if agreed in writing by an authorised representative of CMYUK Ltd.

Clause 1 – Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

Business Day means any day other than a Saturday, Sunday or public holiday in England on which banks are generally open for normal business.

Contract means the legally binding agreement between CMYUK Ltd and the Customer for the sale and purchase of Products, comprising these Terms and Conditions together with the applicable Quotation (if any), Order Acknowledgement and any other document expressly incorporated by reference.

Customer means the person, company or other legal entity purchasing Products from CMYUK Ltd.

Delivery means the transfer of possession of the Products to the Customer in accordance with the Delivery clause.

Force Majeure Event means any event beyond the reasonable control of a Party, including acts of God, flood, fire, epidemic, pandemic, war, terrorism, civil unrest, transport disruption, governmental action or similar events.

Intellectual Property Rights means patents, trade marks, copyright, database rights, design rights, trade secrets, confidential know-how and all other intellectual property rights, whether registered or unregistered.

Manufacturer means the original manufacturer or producer of any Products supplied by CMYUK Ltd.

Order means the Customer's written or electronic request to purchase Products from CMYUK Ltd.

Order Acknowledgement means CMYUK Ltd's written acceptance of an Order.

Parties means CMYUK Ltd and the Customer together, and Party means either of them individually.

Price means the price payable for the Products under the Contract.

Products means all goods supplied by CMYUK Ltd under a Contract, including (without limitation) media, inks, consumables, accessories, spare parts and any other related products, together with any approved replacement or substitute products.

Quotation means any written quotation issued by CMYUK Ltd for the proposed supply of Products.

Risk means the risk of loss of or damage to the Products.

Specification means any written specification, technical description or product information issued or approved by the Manufacturer or CMYUK Ltd relating to the Products.

Terms and Conditions means these Commercial Terms and Conditions for the Supply of Products.

Warranty means any warranty expressly provided by CMYUK Ltd or, where applicable, passed through from the Manufacturer.

Writing / Written means email and any other permanent form of written communication capable of being retained and reproduced.

1.2 Interpretation

(a) words importing the singular include the plural and vice versa;

(b) words importing any gender include every gender;

(c) references to a person include an individual, partnership, company, corporation, government body or other legal entity;

(d) references to legislation include any amendment, extension, consolidation or replacement and subordinate legislation;

(e) references to clauses are references to clauses within these Terms and Conditions unless otherwise stated;

(f) headings are for convenience only and do not affect interpretation;

(g) 'including', 'includes' and similar expressions mean 'including without limitation';

(h) references to writing include permitted electronic communications.

Clause 2 – Basis of Contract

2.1 Application of these Terms and Conditions

2.1.1 These Terms and Conditions apply to every Quotation, Order, Contract and supply of Products by CMYUK Ltd unless otherwise expressly agreed in writing by an authorised representative of CMYUK Ltd.

2.1.2 These Terms and Conditions constitute the entire basis upon which CMYUK Ltd is prepared to supply Products to the Customer and shall prevail over any terms or conditions contained in, referred to, or implied by the Customer's Order, purchase order, standard purchasing conditions, supplier portal, correspondence or other documentation.

2.1.3 Any variation to these Terms and Conditions shall only be binding if expressly agreed in writing by an authorised representative of CMYUK Ltd.

2.2 Quotations

2.2.1 Any Quotation issued by CMYUK Ltd constitutes an invitation to treat and not a binding offer.

2.2.2 Unless otherwise stated, Quotations remain valid for thirty (30) calendar days and may be withdrawn or amended before acceptance.

2.2.3 A Quotation automatically lapses upon expiry unless extended in writing.

2.3 Orders

2.3.1 Each Order submitted by the Customer constitutes an offer to purchase Products in accordance with these Terms and Conditions.

2.3.2 The Customer is responsible for ensuring every Order is complete and accurate.

2.3.3 Submission of an Order does not oblige CMYUK Ltd to accept it.

2.4 Formation of Contract

2.4.1 A Contract is formed only when CMYUK Ltd issues a written Order Acknowledgement or otherwise accepts the Order in writing.

2.4.2 Until acceptance, CMYUK Ltd may decline any Order without liability.

2.4.3 The Customer may not rely on verbal statements unless confirmed in writing by an authorised representative.

2.5 Customer Terms

2.5.1 Customer terms are expressly excluded unless accepted in writing by an authorised representative of CMYUK Ltd.

2.5.2 Performance, delivery or acceptance of payment does not constitute acceptance of Customer terms.

2.6 Amendments and Cancellation

2.6.1 No amendment or cancellation after acceptance is effective unless agreed in writing by CMYUK Ltd.

2.6.2 CMYUK Ltd may recover reasonable costs arising from any agreed amendment or cancellation.

2.7 Entire Agreement

2.7.1 The Contract constitutes the entire agreement between the Parties relating to its subject matter.

2.7.2 Nothing excludes liability for fraudulent misrepresentation or any liability that cannot lawfully be excluded.

2.8 Order of Precedence

(a) Order Acknowledgement;

(b) These Terms and Conditions;

(c) Quotation (if applicable);

(d) Customer Order, to the extent expressly accepted by CMYUK Ltd.

Clause 3 – Orders

3.1 Customer Orders

3.1.1 Orders shall be submitted in writing, including by email or other electronic method approved by CMYUK Ltd.

3.1.2 The Customer is responsible for ensuring that each Order is complete and accurate, including product codes, quantities, delivery details and any special requirements.

3.2 Acceptance of Orders

3.2.1 All Orders are subject to acceptance by CMYUK Ltd and product availability.

3.2.2 CMYUK Ltd may accept or reject any Order at its discretion before a Contract is formed.

3.3 Product Availability

3.3.1 Acceptance of an Order does not guarantee immediate availability of all Products.

3.3.2 Where Products become unavailable due to manufacturer shortages, discontinuations or supply chain disruption, CMYUK Ltd will use reasonable endeavours to notify the Customer promptly.

3.4 Back Orders and Partial Deliveries

3.4.1 Unless otherwise agreed, CMYUK Ltd may make partial deliveries or place Products on back order where commercially reasonable.

3.4.2 Each partial delivery shall form part of the same Contract unless otherwise agreed.

3.5 Special Order Products

3.5.1 Products specially sourced, manufactured or procured for the Customer may not be cancelled or returned after acceptance except where required by law or agreed in writing by CMYUK Ltd.

3.6 Product Changes

3.6.1 Where a Manufacturer replaces or supersedes a Product, CMYUK Ltd may, after consultation where appropriate, supply the official replacement or substantially equivalent successor.

3.7 Order Amendments

3.7.1 Any request to amend an accepted Order is subject to CMYUK Ltd's written agreement and may result in revised pricing, delivery dates or additional charges.

3.8 Cancellation

3.8.1 Cancellation requests are subject to CMYUK Ltd's written agreement.

3.8.2 The Customer shall remain responsible for costs reasonably incurred, including supplier cancellation charges, procurement costs and Products that cannot reasonably be resold.

3.9 Allocation of Limited Stock

3.9.1 Where Products are in limited supply due to circumstances beyond CMYUK Ltd's reasonable control, CMYUK Ltd may allocate available stock between Customers in a fair and commercially reasonable manner.

Clause 4 – Prices and Payment

4.1 Prices

4.1.1 Prices are those stated in the applicable Quotation or otherwise confirmed in writing by CMYUK Ltd.

4.1.2 Unless otherwise stated, all prices are exclusive of VAT and any other applicable taxes.

4.1.3 Unless expressly agreed, prices exclude carriage, insurance and other delivery-related charges.

4.2 Price Changes

4.2.1 CMYUK Ltd may amend prices prior to formation of the Contract.

4.2.2 After Contract formation, prices may only change where expressly permitted by the Contract, including Customer-requested changes, agreed manufacturer price changes, exchange rate impacts where applicable, or changes in taxes or duties.

4.3 Invoicing

4.3.1 CMYUK Ltd may invoice on dispatch of the Products or at such other time as agreed in writing.

4.3.2 Partial deliveries may be invoiced separately.

4.4 Payment

4.4.1 Payment shall be made in accordance with the Customer's agreed credit terms.

4.4.2 Time for payment is of the essence.

4.4.3 Payment shall be made in full without deduction, withholding or set-off except where required by law.

4.5 Late Payment

4.5.1 CMYUK Ltd reserves the right to charge interest and claim compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.5.2 CMYUK Ltd may recover reasonable debt recovery and legal costs where permitted by law.

4.6 Credit Facilities

4.6.1 Credit facilities are granted at CMYUK Ltd's sole discretion and may be varied, reduced or withdrawn at any time.

4.6.2 CMYUK Ltd may require payment in advance.

4.7 Suspension

4.7.1 CMYUK Ltd may suspend deliveries where invoices are overdue or it reasonably believes the Customer's financial position has materially deteriorated.

4.8 Allocation of Payments

4.8.1 CMYUK Ltd may allocate payments received against outstanding invoices in any order it considers appropriate.

4.9 Insolvency Protection

4.9.1 Where the Customer becomes insolvent or CMYUK Ltd reasonably believes it is unlikely to meet its payment obligations, CMYUK Ltd may require advance payment, suspend deliveries, cancel outstanding Orders and exercise any other contractual or legal remedy.

4.10 No Automatic Set-Off

4.10.1 The Customer shall pay all sums due in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by law).

4.10.2 Any dispute relating to a separate transaction or invoice shall not entitle the Customer to withhold payment of undisputed sums due under the Contract.

Clause 5 – Delivery

5.1 Delivery Arrangements

5.1.1 Delivery dates are estimates only unless expressly agreed otherwise in writing by an authorised representative of CMYUK Ltd.

5.1.2 CMYUK Ltd shall use reasonable endeavours to meet agreed delivery dates but does not guarantee them.

5.1.3 Delivery shall be made to the address specified in the Order or otherwise agreed in writing.

5.2 Delivery by Third-Party Carriers

5.2.1 CMYUK Ltd may use third-party carriers or couriers to deliver Products.

5.2.2 Delays caused by carriers or other circumstances beyond CMYUK Ltd's reasonable control shall not constitute a breach of Contract.

5.3 Partial Deliveries

5.3.1 CMYUK Ltd may make partial deliveries unless expressly agreed otherwise in writing.

5.3.2 Each partial delivery may be invoiced separately and forms part of the same Contract.

5.4 Delivery Times

5.4.1 Time for delivery is not of the essence unless expressly agreed in writing.

5.5 Customer Responsibilities

5.5.1 The Customer shall provide accurate delivery details, safe access, and any special delivery instructions reasonably required.

5.5.2 The Customer shall ensure that an authorised person is available to receive the Products where appropriate.

5.6 Failed Deliveries

5.6.1 Where delivery cannot be completed due to the Customer's act or omission, CMYUK Ltd may charge additional delivery or storage costs.

5.6.2 Risk shall pass in accordance with the Risk and Title clause where delivery has been attempted or the Products have been made available for collection, as applicable.

5.7 Inspection and Shortages

5.7.1 The Customer shall inspect the Products promptly upon delivery.

5.7.2 Any visible shortage, transit damage or delivery discrepancy shall be notified in writing within two (2) Business Days of delivery.

5.7.3 Any latent defect shall be reported as soon as reasonably practicable after discovery.

5.8 Collection

5.8.1 Where Products are collected by the Customer or its appointed carrier, delivery takes place upon collection from CMYUK Ltd's premises.

5.9 Force Majeure and Supply Chain Delays

5.9.1 CMYUK Ltd shall not be liable for delays arising from Force Majeure Events or other circumstances beyond its reasonable control.

5.9.2 CMYUK Ltd shall use reasonable endeavours to minimise disruption and keep the Customer informed.

5.10 Commercial Acceptance of Delivery

5.10.1 If the Customer accepts the Products without notifying CMYUK Ltd of any visible shortage or transit damage within the notification period specified in Clause 5.7, the delivery shall be deemed accepted.

5.10.2 This provision does not affect the Customer's rights in respect of latent defects or any rights that cannot lawfully be excluded.

Clause 6 – Risk and Title

6.1 Passing of Risk

6.1.1 Risk of loss of or damage to the Products shall pass to the Customer upon Delivery in accordance with Clause 5.

6.1.2 Where delivery cannot be completed due to the Customer's act or omission, Risk shall pass when delivery is attempted or the Products are made available for collection, as applicable.

6.2 Retention of Title

6.2.1 Legal and beneficial title to the Products shall remain with CMYUK Ltd until all sums due from the Customer to CMYUK Ltd, whether under the Contract or otherwise, have been paid in full in cleared funds.

6.2.2 Until title passes, the Customer shall store the Products separately, identifiable as CMYUK Ltd's property, and keep them insured.

6.3 Customer Obligations

6.3.1 The Customer may resell the Products in the ordinary course of business before title passes, provided it is not in default of payment.

6.3.2 The Customer shall not pledge or otherwise use the Products as security for any indebtedness.

6.4 Repossession

6.4.1 If title has not passed and the Customer fails to pay sums due or becomes insolvent, CMYUK Ltd may require the Products to be returned.

6.4.2 The Customer irrevocably permits CMYUK Ltd to enter premises where the Products are reasonably believed to be located, so far as permitted by law, to recover them.

6.5 Mixed or Incorporated Products

6.5.1 Where Products are mixed with or incorporated into other goods before title passes, CMYUK Ltd's rights shall continue to the fullest extent permitted by law.

6.6 Insurance and Preservation

6.6.1 Until title passes, the Customer shall maintain the Products in satisfactory condition and insure them for their full replacement value against normal commercial risks.

6.7 Remedies

6.7.1 CMYUK Ltd's rights under this Clause are additional to, and do not limit, any other contractual or legal remedies available to it.

Clause 7 – Product Information and Specifications

7.1 General

7.1.1 Product descriptions, specifications, images and technical information are provided for general guidance only.

7.1.2 The Customer is responsible for satisfying itself that the Products are suitable for its intended application.

7.2 Manufacturer Information

7.2.1 Specifications are based on information supplied by the relevant Manufacturer where applicable.

7.2.2 CMYUK Ltd may update product information where Manufacturers revise specifications.

7.3 Product Changes

7.3.1 Manufacturers may alter specifications, packaging or product codes without prior notice.

7.3.2 CMYUK Ltd reserves the right to supply equivalent or successor Products where appropriate and after consultation where reasonably practicable.

7.4 Customer Responsibility

7.4.1 The Customer is responsible for verifying compatibility with its own equipment, software, systems and intended use before placing an Order.

7.5 Samples

7.5.1 Samples, demonstrations and marketing material are illustrative only unless expressly incorporated into the Contract.

7.6 Compliance

7.6.1 The Customer shall comply with all applicable storage, handling and usage instructions provided by CMYUK Ltd or the Manufacturer.

7.7 No Unauthorised Reliance

7.7.1 Except where expressly agreed in writing, CMYUK Ltd shall not be responsible for advice or recommendations relating to the Customer's specific production processes or applications.

Clause 8 – Returns

8.1 General Returns

8.1.1 No Products may be returned without CMYUK Ltd's prior written Return Merchandise Authorisation (RMA).

8.1.2 Approval of an RMA does not constitute acceptance of liability.

8.2 Return Conditions

8.2.1 Products must be unused, in their original packaging and in a resaleable condition unless the return relates to a defect or CMYUK Ltd error.

8.2.2 Returns must comply with any instructions issued by CMYUK Ltd.

8.3 Incorrect or Damaged Deliveries

8.3.1 Incorrectly supplied or transit-damaged Products must be notified in accordance with Clause 5.

8.3.2 CMYUK Ltd may inspect or request evidence before agreeing a remedy.

8.4 Defective Products

8.4.1 Defective Products shall be handled in accordance with Clause 9 (Warranty) and any applicable manufacturer procedures.

8.5 Non-Returnable Products

8.5.1 Special-order, bespoke, obsolete, discontinued or non-stock Products may not be returned unless agreed in writing or required by law.

8.6 Restocking Charges

8.6.1 Where CMYUK Ltd accepts a discretionary return, it may apply a reasonable restocking charge and recover carriage costs where appropriate.

8.7 Refunds and Credits

8.7.1 Any refund, repair, replacement or credit shall be at CMYUK Ltd's discretion where consistent with the Contract and applicable law.

8.8 Manufacturer Requirements

8.8.1 Returns subject to manufacturer approval shall comply with the relevant manufacturer's return procedures.

Clause 9 – Warranty

9.1 Warranty Coverage

9.1.1 CMYUK Ltd warrants that, on Delivery, the Products shall materially conform to their applicable Specification, subject to this Clause.

9.1.2 Where Products are supplied with a manufacturer's warranty, CMYUK Ltd shall use reasonable endeavours to pass the benefit of that warranty to the Customer where permitted.

9.2 Warranty Claims

9.2.1 The Customer shall notify CMYUK Ltd promptly in writing of any alleged defect and provide reasonable supporting information.

9.2.2 CMYUK Ltd may inspect the Products or require their return before determining the appropriate remedy.

9.3 Remedies

9.3.1 Where a valid warranty claim is established, CMYUK Ltd may, at its option, repair, replace or credit the affected Products.

9.3.2 These remedies are the Customer's exclusive remedies for breach of warranty, except where the law provides otherwise.

9.4 Exclusions

9.4.1 The warranty does not apply to damage arising from misuse, incorrect storage, improper installation, accident, modification, normal wear and tear or failure to follow manufacturer guidance.

9.4.2 CMYUK Ltd is not responsible for defects caused by equipment or materials not supplied by CMYUK Ltd.

9.5 Manufacturer Procedures

9.5.1 Warranty claims subject to manufacturer approval shall comply with the relevant manufacturer's warranty procedures where applicable.

9.6 Limitation

9.6.1 Except as expressly stated in the Contract, all other warranties, conditions and terms implied by law are excluded to the fullest extent permitted by law.

Clause 10 – Limitation of Liability

10.1 Unlimited Liability

10.1.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

10.2 Excluded Losses

10.2.1 To the fullest extent permitted by law, CMYUK Ltd shall not be liable for any indirect or consequential loss.

10.2.2 CMYUK Ltd shall not be liable for loss of profit, loss of revenue, loss of production, loss of business, loss of goodwill, loss of anticipated savings or loss of data, whether direct or indirect.

10.3 Liability Cap

10.3.1 Subject to Clause 10.1, CMYUK Ltd's total aggregate liability arising from or in connection with the Contract shall not exceed the total amount paid or payable by the Customer under the relevant Contract giving rise to the claim.

10.4 Customer Responsibility

10.4.1 The Customer is responsible for ensuring that the Products are suitable for its intended purpose and are used in accordance with all applicable instructions.

10.5 Time Limit for Claims

10.5.1 No claim may be brought unless CMYUK Ltd receives written notice as soon as reasonably practicable after the circumstances become known.

10.5.2 Any proceedings must be commenced within the period permitted by applicable law.

10.6 Mitigation

10.6.1 The Customer shall take all reasonable steps to mitigate any loss it claims to have suffered.

10.7 Allocation of Risk

10.7.1 The Parties acknowledge that the limitations and exclusions in this Clause are reasonable and reflect the agreed commercial allocation of risk, taking into account the Price of the Products.

Clause 11 – Intellectual Property Rights

11.1 Ownership

11.1.1 All Intellectual Property Rights in the Products, documentation, catalogues, marketing materials, software, trademarks and other materials supplied by CMYUK Ltd or the relevant Manufacturer remain vested in their respective owners.

11.1.2 Nothing in the Contract transfers ownership of any Intellectual Property Rights to the Customer.

11.2 Limited Licence

11.2.1 The Customer is granted a non-exclusive, non-transferable licence to use product documentation solely for the purpose of using and reselling the Products where applicable.

11.3 Restrictions

11.3.1 The Customer shall not copy, modify, reverse engineer, remove proprietary notices or otherwise misuse any Intellectual Property Rights except where permitted by law or authorised in writing.

11.4 Trade Marks

11.4.1 The Customer shall not use CMYUK Ltd's or any Manufacturer's trade marks except with prior written permission or as otherwise authorised.

11.5 Infringement

11.5.1 The Customer shall promptly notify CMYUK Ltd of any actual or suspected infringement relating to the Products or associated Intellectual Property Rights.

11.6 Third-Party Rights

11.6.1 Where Products incorporate third-party intellectual property, the Customer shall comply with any applicable licence terms notified by CMYUK Ltd or the relevant Manufacturer.

Clause 12 – Confidentiality

12.1 Confidential Information

12.1.1 Each Party shall keep confidential all Confidential Information received from the other Party and shall use it only for the purposes of performing or receiving the Contract.

12.2 Permitted Disclosure

12.2.1 Confidential Information may be disclosed to employees, professional advisers, insurers, auditors and subcontractors who need to know it, provided they are bound by equivalent duties of confidentiality.

12.2.2 Confidential Information may also be disclosed where required by law, a court of competent jurisdiction or a regulatory authority.

12.3 Exclusions

12.3.1 Confidential Information does not include information that is or becomes public through no breach of the Contract, was already lawfully known, is independently developed, or is lawfully obtained from a third party without restriction.

12.4 Customer Obligations

12.4.1 The Customer shall protect CMYUK Ltd's Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than reasonable care.

12.5 Public Announcements

12.5.1 Neither Party shall issue any public announcement or publicity concerning the Contract without the prior written consent of the other Party, unless required by law.

12.6 Return or Destruction

12.6.1 Upon reasonable request, each Party shall return or securely destroy Confidential Information belonging to the other Party, except where retention is required by law or for legitimate record-keeping purposes.

Clause 13 – Force Majeure

13.1 Force Majeure Event

13.1.1 Neither Party shall be liable for any failure or delay in performing its obligations under the Contract to the extent caused by a Force Majeure Event beyond its reasonable control.

13.2 Examples

13.2.1 Force Majeure Events may include natural disasters, flood, fire, epidemic or pandemic, war, terrorism, civil unrest, industrial disputes (other than those affecting the affected Party's own workforce only where reasonably avoidable), interruption of transport, utilities or telecommunications, cyber incidents, governmental action, sanctions, export restrictions or shortages of materials.

13.3 Notification

13.3.1 The affected Party shall notify the other Party as soon as reasonably practicable of the Force Majeure Event, its expected impact and, where possible, the anticipated duration.

13.4 Suspension of Performance

13.4.1 The affected obligations shall be suspended for the duration of the Force Majeure Event.

13.4.2 The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

13.5 Extended Force Majeure

13.5.1 If a Force Majeure Event continues for more than 90 consecutive days and materially prevents performance of the Contract, either Party may terminate the affected Contract by written notice without liability, save for rights and obligations accrued before termination.

Clause 14 – Data Protection

14.1 Compliance

14.1.1 Each Party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, in connection with the Contract.

14.2 Independent Controllers

14.2.1 Unless otherwise agreed in writing, each Party acts as an independent controller in respect of any personal data it processes under the Contract.

14.3 Lawful Processing

14.3.1 Each Party shall ensure that any personal data it discloses has been obtained and processed lawfully and that it has an appropriate legal basis for sharing such data.

14.4 Security

14.4.1 Each Party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

14.5 Data Subject Rights

14.5.1 Each Party shall be responsible for responding to data subject requests relating to the personal data for which it is the controller.

14.6 Data Breaches

14.6.1 Where a personal data breach affecting the other Party is identified, the affected Party shall notify the other Party without undue delay where reasonably necessary to enable compliance with applicable law.

14.7 International Transfers

14.7.1 Any international transfer of personal data shall be carried out only where permitted by applicable data protection legislation and appropriate safeguards are in place.

Clause 15 – Compliance with Laws and Export Controls

15.1 General Compliance

15.1.1 Each Party shall comply with all laws and regulations applicable to its performance of the Contract.

15.2 Export Controls and Sanctions

15.2.1 The Customer shall comply with all applicable export control, import control, trade sanctions and customs laws relating to the Products.

15.2.2 The Customer shall not export, re-export or transfer Products in breach of applicable export control or sanctions legislation.

15.3 Anti-Bribery

15.3.1 Each Party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.

15.4 Modern Slavery

15.4.1 Each Party shall comply with all applicable modern slavery legislation and shall not knowingly engage in practices involving forced or compulsory labour.

15.5 Customer Responsibility

15.5.1 The Customer is responsible for obtaining any licences, permits or governmental approvals required for the import, export, resale or use of the Products after Delivery, unless expressly agreed otherwise in writing.

15.6 Suspension

15.6.1 CMYUK Ltd may suspend or refuse performance where it reasonably believes that doing so is necessary to comply with applicable law, sanctions, export controls or regulatory requirements, without liability for any resulting delay.

Clause 16 – Termination

16.1 Termination for Material Breach

16.1.1 Either Party may terminate the affected Contract by written notice if the other Party commits a material breach which, if capable of remedy, is not remedied within 30 days after receiving written notice requiring it to do so.

16.2 Insolvency

16.2.1 CMYUK Ltd may terminate the Contract immediately by written notice if the Customer becomes insolvent, enters administration, liquidation, has a receiver appointed, ceases or threatens to cease trading, or is unable to pay its debts as they fall due.

16.3 Suspension Prior to Termination

16.3.1 CMYUK Ltd may suspend further deliveries or performance where it reasonably believes a termination event has occurred or is likely to occur, pending investigation.

16.4 Consequences of Termination

16.4.1 Termination shall not affect any rights, remedies, obligations or liabilities accrued before the effective date of termination.

16.4.2 All sums due to CMYUK Ltd shall become immediately payable upon termination.

16.4.3 The Customer shall promptly pay all outstanding invoices and comply with any continuing obligations relating to Products already supplied.

16.5 Partial Termination

16.5.1 Where the Contract relates to multiple Orders, termination of one Order shall not automatically terminate any other Order unless expressly stated in the termination notice or required by the circumstances.

Clause 17 – General Provisions

17.1 Notices

17.1.1 Any notice under the Contract shall be in writing and delivered by hand, pre-paid first-class post, recognised courier or email to the address notified by the receiving Party.

17.1.2 Notices shall be deemed received in accordance with the applicable method of delivery.

17.2 Electronic Communications

17.2.1 The Parties agree that communications relating to the Contract may be made by electronic means where appropriate.

17.2.2 Electronic communications shall satisfy any requirement for communications to be in writing unless applicable law requires otherwise.

17.3 Assignment

17.3.1 CMYUK Ltd may assign, transfer or subcontract its rights or obligations under the Contract.

17.3.2 The Customer shall not assign or transfer the Contract without CMYUK Ltd's prior written consent.

17.4 Waiver

17.4.1 No failure or delay in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.

17.5 Severance

17.5.1 If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

17.6 Entire Agreement

17.6.1 The Contract constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions, negotiations and understandings.

17.7 No Reliance

17.7.1 Each Party acknowledges that it has not relied upon any representation, statement or promise not expressly set out in the Contract.

17.7.2 Nothing in this Clause limits or excludes liability for fraud or fraudulent misrepresentation.

17.8 Variation

17.8.1 No variation of the Contract shall be effective unless agreed in writing by authorised representatives of both Parties.

17.9 Cumulative Remedies

17.9.1 Unless expressly stated otherwise, the rights and remedies provided by the Contract are cumulative and do not exclude any rights or remedies available at law.

17.10 Third Party Rights

17.10.1 A person who is not a Party has no right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999 unless expressly provided otherwise.

17.11 No Partnership or Agency

17.11.1 Nothing in the Contract creates a partnership, joint venture, agency or employment relationship.

17.11.2 Neither Party has authority to bind the other except as expressly agreed in writing.

17.12 Survival of Provisions

17.12.1 Termination or expiry shall not affect provisions intended by their nature or express wording to continue.

17.12.2 Without limitation, provisions relating to payment, retention of title, intellectual property, confidentiality, limitation of liability, accrued rights, dispute resolution, governing law and jurisdiction shall continue where applicable.

17.13 Governing Law

17.13.1 The Contract shall be governed by and construed in accordance with the laws of England and Wales.

17.14 Jurisdiction

17.14.1 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.

Company Information

CMYUK Ltd
VAT Number: 783915881
Company Registration Number: 4416660
Registered Address: Chancery House, 30 St Johns Road, Woking, Surrey, GU21 7SA

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