C-DAX LIMITED

standard terms of trade

1. GENERAL

• 1.1  All products and services provided to you by C-Dax Limited (C-Dax) are on the basis set out in these terms (the Terms) unless otherwise agreed in writing. By requesting the supply of products or services from C-Dax, you acknowledge and agree to the Terms.
• 1.2  C-Dax may vary the Terms from time to time by giving written notice to you. Any varied Terms will apply to the provision of all goods and services you order after the notice referred to above.

2. DELIVERY

• 2.1 Delivery of all products supplied to you by C-Dax is deemed to be completed when C-Dax has delivered the products to you directly or to a carrier nominated by or acceptable to you.
• 2.2 Risk in respect of all products supplied to you by C-Dax will pass to you when delivery of the products is deemed to have been completed in accordance with clause 2.1.
• 2.3 Title to all products supplied to you by C-Dax will not pass on delivery, but will remain with C-Dax until full payment of all monies owing in respect of such products pursuant to clause 4 has been made. Until title passes you will hold such products as C-Dax’s bailee and so that the products can be separately identified from all other products held by you.
• 2.4 Within 3 days of the delivery of any products to you, you must inspect the products and notify C-Dax of any damage to or defect in the products. Products supplied to you may only be returned to C-Dax with C-Dax’s prior written consent. C-Dax may charge you a 10% restocking fee for delivery, return and handling where there is no material defect in the product returned.

3. ORDERS AND QUOTES

• 3.1 You cannot cancel any purchase order for goods or services from C-Dax after it has been submitted, and you are bound to pay the price for those goods or services, unless C-Dax expressly agrees by negotiation. Once product has been despatched an RMA (returned material authorisation) must be raised, for which a 10% restocking fee may be charged.

4. PRICE AND PAYMENT

• 4.1 The price for all products and services supplied to you by C-Dax will be either as quoted by C-Dax to you in writing or, if no written quote is provided, at C-Dax’s standard charges for products and services applying at the time of despatch or performance.
• 4.2 Payment for all products and services supplied to you by C-Dax is due on the 20^th day of the month following the date of C-Dax’s invoice.
• 4.3 If any amount is not paid by you when due, C-Dax may charge interest to you at a rate equal to 2% per month on any monies outstanding, both before and after judgment, from the due date until the date of payment. Interest will be payable on demand.

5. WARRANTIES AND LIABILITY

• 5.1 You must satisfy yourself as to the suitability for your intended purposes of all products and services supplied by C-Dax to you.
• 5.2 Except for any written warranties given by C-Dax to you, all warranties and representations (including those expressed or implied by law) in respect of products and services provided are excluded to the extent permitted by law.
• 5.3 Notwithstanding any other provision of these terms, in no event will C-Dax be liable, whether in contract, tort (including negligence) or otherwise:
• (a) where you have altered or modified any products, mis-applied any products or subjected any products to any unusual, excessive or non-recommended use, service or handling;
• (b) where any products are not transported, stored, handled or used in accordance with any directions given by C-Dax to you;
• (c) where the terms of any warranty have not been complied with;
• (d) for loss or damage caused by any factors beyond C-Dax’s control; or
• (e)  for any loss of profit or revenue, or for any special, indirect, incidental or consequential damage, loss or injury of any kind suffered by you.
• 5.4 Notwithstanding any other provision of these terms, C-Dax’s maximum liability to you (in the event that such liability exists) in respect of any breach of warranty, any breach of these terms or for defective products or services provided is limited at C-Dax’s option to:
• (a)         replacing the products;
• (b)        re-performing the services; or
• (c)         refunding the price for the products or services paid by you.

Where C-Dax elects to replace any products or re-perform any services it will use reasonable endeavours to do so as soon as practicable but will not be liable for any delay in such replacement or re-performance.

• 5.5 C-Dax and you agree that the transactions entered into between C-Dax and you are for the purposes of trade and that, having regard to all relevant circumstances of the transactions, it is fair and reasonable that the provisions of the Consumer Guarantees Act 1993 do not apply to those transactions to the fullest extent permitted by law.

6. SECURITY INTEREST

• 6.1  The retention of title held by C-Dax under clause 2.3 creates a security interest in all products supplied by C-Dax to you and their proceeds for the purposes of the Personal Property Securities Act 1999 (PPSA). You will provide all information and provide such assistance necessary to allow C-Dax to register, maintain and enforce its security interest.
• 6.2 You agree (to the maximum extent permitted by law) with C-Dax:
• (a) to waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to C-Dax’s security interest;
• (b) to contract out of your rights under the sections referred to in section 107(2)(a) and (c) to (i) of the PPSA; and
• (c) that nothing in sections 114(1)(a), 133 and 134 of the PPSA applies to these terms, and accordingly to contract out of these sections.

7. DEFAULT

• 7.1        If:
• (a) you breach any provision of these Terms (or any other agreement with C-Dax);
• (b) you become bankrupt or insolvent (in that in C-Dax’s opinion you are not able to pay your debts as they fall due, or you are placed into liquidation, statutory management, receivership, voluntary administration or are dissolved, or you enter into any arrangement for the benefit of your creditors); or
• (c) any information becomes known to C-Dax which, in C-Dax’s opinion, might materially affect your creditworthiness or your ability or willingness to comply with your obligations under these Terms (or any other agreement with C-Dax),

all amounts owed by you to C-Dax will become immediately due and payable, and C-Dax may, without prejudice to any of its other rights or remedies:

• (d) suspend or terminate all unfulfilled orders you have submitted to C-Dax;
• (e) suspend or terminate any credit facility made available to you;
• (f) enter any premises occupied by you or on which products are situated, and remove and repossess such products and/or any other property in which products are incorporated.
• 7.2 You irrevocably authorise C-Dax (together with its agents and contractors) to enter on to your premises without notice in order to exercise C-Dax’s rights under these Terms following an event described in clause 7.1 above. You will procure all other consents and rights necessary to enable, and to indemnify C-Dax (and its agents and contractors) from and against any liability incurred in connection with, the exercise by C-Dax of such rights.
• 7.3 You will pay on demand all costs (including legal costs on a solicitor/client basis) incurred by C-Dax in connection with any default by you or enforcement action taken by C-Dax under these Terms.

8. MISCELLANEOUS

• 8.1 Information:  You authorise C-Dax to collect and hold personal information from any source C-Dax considers appropriate for determining creditworthiness, debt collection purposes or for any other purpose related to these Terms. You further authorise C-Dax to disclose personal information held by C-Dax for the purposes set out above to any other person. You have a right of access and may request correction of personal information held by C-Dax about you.
• 8.2 Suppliers: Where you are a “supplier” for the purposes of the Consumer Guarantees Act 1993, you will not make or allow to be made any statements or representations as to the quality, fitness for purpose or description of any products, other than those made by C-Dax in writing. You indemnify C-Dax against any loss or damage C-Dax incurs as a result of any breach of this clause by you.
• 8.3 Customers: Where you are a supplier of C-Dax products, you will provide each of your customers with a copy of the owner’s manual for any C-Dax products purchased by your customers. In addition you will:
• (a) provide all reasonably necessary assistance to your customers and C-Dax in facilitating any warranty claims made by your customers against C-Dax;
• (b) not admit, settle, compromise or otherwise deal with any such warranty claim except in consultation with C-Dax and with C-Dax’s prior written consent; and
• (c) where C-Dax elects that any of your customers are to be refunded for any defective product, refund the retail price paid by your customer for that product and will be entitled to claim from C-Dax the price paid by you to C-Dax for that product.