Dealer Distribution Agreement Terms & Conditions

Distribution TERMS

1.             Definitions and interpretation

1.1          The definitions and rules of interpretation in this clause  1 apply in this Agreement and the Background:

1.2          A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.

1.3          Clause, Schedule and paragraph headings do not affect the interpretation of this Agreement.

1.4          Reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5          Reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.6          The Contract Summary Sheet, Schedules form part of this Agreement and have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Contract Summary Sheet and Schedules.

1.7          Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and words denoting any gender include all genders.

1.8          A reference to writing or written includes any method of reproducing words in a legible and non-transitory form including e-mail.

1.9          Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.10        References to any legislation or any section of any legislation include any amendment, modification or re-enactment to it and instruments and regulations under it in force from time to time, unless the contrary is stated.

1.11        References to any rules, regulations, codes of practice or guidance include any amendments or revisions from time to time.

1.12        References to times of day are, unless the context otherwise requires, to London, UK time and references to a day are to a period of 24 hours running from midnight on the previous day.

1.13        A reference to indemnify or indemnifies means on demand to indemnify and keep indemnified, and hold harmless, the party to be indemnified on an after tax basis.

1.14        References to a clause or Schedule are to a clause of, or schedule to this Agreement and references in a Schedule to a paragraph are to a paragraph of that Schedule.

1.15        Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.             Commencement AND duration

This Agreement shall commence on the Commencement Date and shall continue indefinitely, unless terminated earlier in accordance with clause 18.1, clause 18.2, clause 18.3, clause 21.3 or clause 27.9.

3.             Appointment AND SCOPE

3.1          CBS appoints the Distributor on a non-exclusive basis to market, distribute and sell the Goods in the Territory on the terms of this Agreement. CBS shall be free to:

3.1.1            appoint any other distributor, reseller or agent for the Goods the Territory; and

3.1.2            supply any Goods directly in the Territory whether for use or resale.

3.2          The Distributor shall not:

3.2.1            represent itself as an agent of CBS for any purpose;

3.2.2            pledge CBS' credit;

3.2.3            give any condition, promise, guarantee or warranty on CBS' behalf;

3.2.4            make any representation on CBS' behalf;

3.2.5            commit CBS to any contracts;

3.2.6            otherwise incur any liability for or on behalf of CBS; or

3.2.7            without CBS' prior written consent, make any promises or guarantees about the Goods beyond those contained in the promotional material supplied by CBS.

4.             Supply of Goods

4.1          CBS undertakes to use reasonable endeavours to meet all Orders for the Goods placed by the Distributor in accordance with the Conditions of Sale. The Distributor acknowledges that CBS may supply other distributors or customers in priority to the Distributor.

4.2          The Distributor shall buy the Goods for its own account for resale under this Agreement.

4.3          CBS may at any time by giving not less than three months’ notice in writing to the Distributor:

4.3.1            extend the scope of this Agreement to include any other products manufactured or supplied by CBS not currently included in the Price List; or

4.3.2            remove from the scope of this Agreement any product which is currently included in the Contract Summary Sheet for any reason,

and the definition of Goods shall be deemed to be amended accordingly.

4.4          CBS may make changes to the specifications of the Goods, provided the changes do not materially and adversely affect the quality of the Goods. CBS shall give notice of any changes to Goods specifications to the Distributor as soon as reasonably practicable.

5.             Minimum Purchase

5.1          CBS will advise the Distributor if any Orders requested to be placed under a Special Request Form are subject to minimum order quantities. If so, each such Order shall be for not less than the advised minimum order quantity, unless agreed otherwise in writing by CBS.

5.2          The Distributor shall place Orders with CBS for not less than Minimum Purchase Quantity (if set out in the Contract Summary Sheet) for the relevant period set out in the Contract Summary Sheet, unless otherwise agreed in writing between the parties.

5.3          If the Distributor fails to purchase the Minimum Purchase Quantity of Goods (if set out in the Contract Summary Sheet) from CBS in two or more consecutive Minimum Purchase Quantity periods then upon notice in writing from CBS to the Distributor at any time thereafter CBS shall be entitled to terminate this Agreement in accordance with clause 18.3.2.

6.             CONDITIONS OF SALE

The Conditions of Sale shall apply to all sales by CBS to the Distributor under this Agreement.

7.             PRICES AND PAYMENT

7.1          The prices to be paid by the Distributor to the Supplier for the Goods are as set out in the Contract Summary Sheet. The prices set out in the Contract Summary Sheet shall apply to the exclusion of any applicable terms in the Conditions of Sale save in respect of Orders placed under a Special Request Form (in respect of which CBS shall advise the Distributor of the applicable price payable).

7.2          The prices payable under clause 7.1 may be increased from time to time at the discretion of the Supplier provided that the Supplier shall give not less than 14 days' written notice to the Distributor of any such increase and such increase shall not take effect before the expiry of such notice.

7.3          Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this Agreement shall be paid by the Distributor, unless the Supplier has expressly agreed in advance in writing to pay such expenses, costs and charges.

7.4          Time for payment in respect of the Goods shall be of the essence and unless otherwise agreed by the Supplier in writing, the Distributor shall pay invoices:

7.4.1            within the Payment Term; and

7.4.2            in full and in cleared funds.

7.5          Unless otherwise agreed in writing between the parties, payment of the price for the Goods shall be made in the currency specified in the Contract Summary Sheet to the bank account specified in the Contract Summary Sheet.

7.6          Unless otherwise agreed by CBS, where this Agreement states or requires that an amount shall be converted from a currency to pounds sterling (£) the rate of exchange shall be the Bank of England's spot rate for the purchase of pounds sterling (£) at close of business on the relevant day. For the purposes of this clause: close of business" means 7pm and "the relevant day" means the date payment is received by CBS (or, if that is not a Business Day, the Business Day immediately following it).

7.7          Failure by the Distributor to make any payment in respect of the Goods by the due date for payment in accordance with this clause  7 shall entitle the Supplier to suspend further supplies of the Goods under any Order, or to cancel any Order with the Distributor without penalty and without prejudice to any of CBS' rights.

8.             Distributor's undertakings

The Distributor undertakes and agrees with CBS that at all times during the Term it shall:

(a)                 use its best endeavours to promote the distribution and sale of the Goods in the Territory and to expand the sale of the Goods to all potential purchasers by all reasonable and proper means and not to do anything which may hinder or interfere with such sales;

(b)                 without prejudice to the specific requirements under the terms of this Agreement, perform its various obligations under this Agreement in accordance with Good Industry Practice;

(c)                 engage a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor's obligations under this Agreement;

(d)                 keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Goods;

(e)                 allow the authorised representatives of CBS or their duly appointed agents, on reasonable notice, to have access to the premises of the Distributor and to premises of any third party at which the Goods may be stored or where the Distributor may perform any of its obligations under this Agreement at all reasonable times for the purpose of:

(i)       inspecting the Distributor’s books or account and records relating to the subject matter of this Agreement; and

(ii)      monitoring the Distributor’s compliance with the terms of this Agreement generally.

(f)                  keep all stocks of the Goods which it holds in conditions appropriate for their storage in accordance with any instructions provided by CBS, and provide appropriate security for the Goods, all at its own cost;

(g)                 insure at its own cost with a reputable insurance company all stocks of the Goods as are held by it against all risks which would normally be insured against by a prudent businessperson to at least their full replacement value and produce to CBS on demand full particulars of that insurance and the receipt for the then current premium;

(h)                 inform CBS immediately of any changes in ownership or Control of the Distributor, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Distributor's duties in this Agreement;

(i)                   where applicable, use its best endeavours to ensure that the Goods are imported into the Territory with a minimum of delay and to attend to and complete in a proper and efficient manner all necessary documents and formalities in connection with such import;

(j)                   if agreed in writing with CBS send at its own expense to the premises of CBS or make available at the Distributor's premises at a time or times convenient to CBS the agreed number of competent employees for instruction by CBS in the use, installation, sale, maintenance, repair and application of the Goods. If those employees leave the employment of the Distributor, or it appears that any of them will be unavailable to the Distributor for assisting it in performing its duties under this Agreement for more than one month then the Distributor shall send or make available to CBS at its own expense one or more other competent employees for instruction;

(k)                 indemnify CBS on demand against any and all Loss which CBS may incur arising out of the breach of the Distributor's obligations under this Agreement;

(l)                   bear the cost of all returns from customers relating to the Goods except in respect of Goods which CBS is obliged to replace as defective in accordance with its warranty obligations in the applicable Conditions of Sale; and

(m)                pay or ensure payment on the due date to CBS of all sums due to CBS for sales of the Goods.

9.             Advertising and promotion

9.1          The Distributor shall:

9.1.1            be responsible for advertising and promoting the Goods in the Territory at its own expense and be responsible for ensuring that such advertising and promoting complies with local laws;

9.1.2            display advertising materials and other signs provided by CBS;

9.1.3            observe all directions and instructions given to it by CBS for promotion and advertisement of the Goods; and

9.1.4            not make any written statement as to the quality or manufacture of the Goods that is not included in materials received from or approved by CBS without the prior written approval of CBS.

10.          CBS' OBLIGATIONS

CBS agrees that at all times during the Term it shall:

(a)                 provide any information and support as is reasonably be requested by the Distributor to enable it to discharge its duties under this Agreement properly and efficiently;

(b)                 supply any spare parts requested by the Distributor that are required to enable it to fulfil its repair and service obligations under this Agreement subject to a charge if the spare parts are required due misuse of the relevant parts/Goods (as determined by CBS, acting reasonably, and which includes the Goods having been exposed to extreme environmental conditions or having been subjected to improper storage), subject to availability; and

(c)                 provide such reasonable training and field sales support for the employees of the Distributor as CBS may (in its absolute discretion) consider to be required to enable the Distributor to fulfil its obligations under this Agreement.

11.          VAT and taxes

11.1        All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.

11.2        Where, under this Agreement, any party makes a supply to any other party (Recipient) for VAT purposes and VAT is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid VAT invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such VAT.

11.3        Where any party is required by this Agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any VAT on that amount, except to the extent that the other party is entitled to credit or repayment for that VAT from any relevant tax authority.

11.4        The Distributor is solely responsible for the collection, remittance and payments of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, sale, importation, lease or other distribution of the Goods.

12.          Compliance with laws and policies

12.1        CBS shall be responsible for any customs duties, clearance charges or broker's fees payable in connection with the importation and delivery of the Goods into the Territory and the Distributor shall be responsible for any taxes and any other amounts payable in connection with the importation and delivery of the Goods into the Territory. CBS agrees to use reasonable endeavours to furnish relevant information for customs or importation purposes when required by the relevant authority in the Territory and the Distributor agrees to reimburse CBS for any external expenses incurred.

12.2        The Distributor shall comply with the:

12.2.1         Mandatory Policies; and

12.2.2         Local Regulations.

12.3        The Distributor shall keep CBS informed of all Local Regulations and notify CBS in respect of any change or anticipated change in Local Regulations as soon as reasonably practicable.

12.4        The Distributor agrees to immediately inform CBS as soon as it becomes aware of any legislation, industry practice, regulation or standard which means that the design, manufacture, distribution, marketing and/or sale of the Goods needs to be changed in any way.

13.          ETHICS

13.1        Each party shall:

13.1.1         comply with all applicable laws, statutes, regulations and codes relating to anti-bribery, anti-slavery, anti-corruption, anti-facilitation of tax evasion, including the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017 and the Distributor shall comply with any similar or equivalent legislation in the Territory (Relevant Requirements);

13.1.2         not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the Modern Slavery Act 2015 or the Criminal Finances Act 2017 if such activity, practice or conduct had been carried out in the United Kingdom;

13.1.3         have and maintain in place throughout the Term its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and shall enforce them where appropriate;

13.1.4         promptly report to the other party any request or demand for any undue financial or other advantage of any kind or any request to facilitate the evasion of tax received by it in connection with the performance of this Agreement; and

13.1.5         upon reasonable request by the other party (but not more than once per calendar year), certify to that other party in writing that it complies with this clause  13 and provide such supporting evidence of compliance as reasonably required.

13.2        Any breach of this clause  13 by a party shall be deemed a material breach of a term of this Agreement under clause  18.2.2.

13.3        Without prejudice to clause  24, the Distributor shall ensure that any of its agents, consultants, contractors, subcontractors or other persons engaged in performance of the Distributor's obligations under this Agreement do so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Distributor in this clause  13 (Relevant Terms). The Distributor shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to CBS for any breach by such persons of any of the Relevant Terms.

13.4        CBS may treat the Distributor's failure to comply with clause  13 as a material breach of a term of this Agreement under clause  18.2.2.

14.          Data protection

14.1        Unless the context otherwise requires, for the purpose of this clause : (i) Data Protection Legislation means all applicable laws and regulations, in each case pertaining to the security, confidentiality, protection or privacy of personal data, as amended or re-enacted from time to time, including (without limitation) the European General Data Protection Regulation (Regulation (EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder); the Data (Use and Access Act) 2025; the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) as amended; and, to the extent it applies, the the General Data Protection Regulation ((EU) 2016/679) (EU GDPR) (ii) the terms processor, processing (and process and processes shall be construed accordingly), personal data and personal data breach shall be interpreted and construed by reference to Data Protection Legislation; (iii) Data Processing Details means the description of the Personal Data processing activities contemplated by this Agreement, as set out in clause  14.7; (iv) Processed Data means the personal data that is processed by CBS on behalf of the Distributor in accordance with this Agreement, as further described in the Data Processing Details; and (v) GDPR shall mean the UK GDPR and/or the EU GDPR, as applicable.

Independent Controller-to-Controller terms

14.2        Each party shall:

14.2.1         comply with its obligations under Data Protection Legislation with respect to the personal data it processes;

14.2.2         not intentionally do or omit to do anything that would cause the other party to breach its obligations under Data Protection Legislation; and

14.2.3         promptly (and without undue delay) notify the other party in writing of any personal data breach of which it becomes aware relating to personal data of the other to the extent such personal data breach is likely to affect the other party.

14.3        Nothing in this Agreement or the arrangements contemplated by it is intended to construe either party as:

14.3.1         the processor of the other party, except as set out in clause  14.4 to clause  14.7; or

14.3.2         joint controllers with one another,

with respect to personal data that is shared by one party with the other.

14.4        The parties hereby agree that, to the extent CBS processes Processed Data on behalf of the Distributor, CBS shall act as a processor for and on behalf of the Distributor (as controller). A detailed description of the data processing activities, including the Processed Data concerned, is set out in the Data Processing Details.

Controller-to-Processor terms

14.5        To the extent that CBS acts as a processor for the Distributor with respect to the Processed Data, CBS shall:

14.5.1         only process the Processed Data for the purposes of performing its obligations under this Agreement and in accordance with the written instructions given by the Distributor from time to time, unless CBS is subject to an obligation under the laws of England and Wales, Scotland and Northern Ireland (including Data Protection Legislation) in which case CBS shall (unless prohibited by law on important grounds of public interest) notify the Distributor of that legal obligation before processing the Processed Data;

14.5.2         immediately inform the Distributor if, in CBS 's opinion, an instruction from the Distributor breaches a requirement of Data Protection Legislation, provided that the foregoing obligation shall not be construed as an obligation on CBS to provide legal or professional advice or services to the Distributor;

14.5.3         at the request of the Distributor (and at the Distributor's expense), provide to the Distributor such reasonable assistance as is contemplated by Article 28(3)(e) and (f) of the GDPR;

14.5.4         CBS shall promptly and without undue delay (and in any event within 72 hours notify the Distributor in writing of each Processed Data breach affecting the Processed Data of which it becomes aware. CBS shall (to the extent feasible) ensure that the initial notification comprises the information required under Article 33(3) of the GDPR. In the event that CBS is unable to provide all of the information required under this clause  in accordance with the time limits set out in this clause  above, CBS shall provide as much information as it is able to within those time limits and shall provide all further information as soon as reasonably practicable thereafter;

14.5.5         taking into account the state of the art and measures at its disposal, ensure that appropriate technical and organisational measures are in place to safeguard against the unauthorised or unlawful processing of the Processed Data and against accidental loss or destruction of, or damage to, the Processed Data and such measures shall, at a minimum, meet the requirements of Article 32 of the GDPR;

14.5.6         ensure that any of its personnel who are authorised to process the Processed Data are bound by a duty of confidence to maintain the confidentiality of the Processed Data;

14.5.7         upon conclusion of the Processed Data processing activities contemplated by this Agreement, and to the extent technically possible, CBS shall (as directed by the Distributor or, in the absence of any direction, as elected by CBS) securely return or securely destroy the Processed Data and all copies in CBS' power, possession or control, unless CBS is required to keep such Processed Data for its compliance with applicable law; and

14.5.8         provide the Distributor with all information reasonably requested by the Distributor to enable the Distributor to verify CBS' compliance with clause  14.4 to clause  14.6. Without prejudice to the foregoing and upon reasonable prior written notice from the Distributor, CBS shall assist the Distributor in undertaking an audit of CBS' compliance with the requirements of clause  14.4 to clause  14.6 with respect to the Processed Data, provided that the scope of the audit and manner in which it is conducted shall be agreed between the parties in advance and provided further that such audits shall be limited in frequency to a maximum of once per annum and that the Distributor shall ensure that the conduct of each audit does not unreasonably disrupt CBS. The Distributor agrees to act reasonably and in good faith in exercising its audit rights under this clause  14.5.8. CBS' costs and expenses incurred in assisting the Distributor with each audit shall be borne by the Distributor.

14.6        CBS may subcontract the processing of Processed Data to any third party (a subprocessor). CBS shall notify the Distributor of each subprocessor that it intends to subcontract the processing of Processed Data to and shall ensure that it has in place an agreement with the subprocessor that provides no less protection for Processed Data than those set out in clause  14.4 to clause  14.6.  CBS shall remain responsible for the acts and omissions of its subprocessors.  CBS shall notify Distributor of any changes in subprocessors thus giving Distributor a reasonable opportunity to object.

14.7        The Processed Data processing activities contemplated by this Agreement are as follows:

15.          Trade marks AND INTELLECTUAL PROPERTY

15.1        CBS grants to the Distributor the non-exclusive and revocable (in whole or part immediately on written request from CBS) right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Goods for the Term and in accordance with the terms of this Agreement.

15.2        The Distributor shall cease all use of the Trade Marks immediately on written request from CBS.

15.3        The Distributor acknowledges and agrees that all rights in the Trade Marks shall remain with CBS, and that the Distributor has and shall acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Trade Marks as expressly provided in this Agreement.

15.4        The Distributor shall market and sell the Goods only under the Trade Marks, and not in association with any other trade mark, brand or trade name, except as permitted in any branding manual issued by CBS. The Distributor shall ensure that the appropriate Trade Marks appear on all Goods, containers and advertisements for the Goods, followed by the symbol ®, or the letters TM as appropriate, as advised by CBS.

15.5        All representations of the Trade Marks and any packaging or marketing materials in which they appear which the Distributor intends to use shall be submitted to CBS for written approval before use.

15.6        The Distributor shall comply with all rules for the use of the Trade Marks issued by CBS (including those set out in any branding manual issued by CBS) and shall not, without the prior written consent of CBS:

15.6.1         alter the labelling or packaging of the Goods displaying the Trade Marks; or

15.6.2         make any addition or modifications to the Goods or to any advertising and promotional materials supplied by CBS; or

15.6.3         alter, deface or remove any reference to the Trade Marks, any reference to CBS or any other name attached or affixed to the Goods or their packaging or labelling; or

15.6.4         place on or use in connection with the Goods any trade mark other than the Trade Marks.

15.7        CBS makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any Intellectual Property Rights of third parties in the Territory.

15.8        The Distributor shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under this Agreement.

15.9        The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.

15.10     The Distributor shall immediately on request enter any further agreements with CBS, in a form satisfactory to CBS, necessary for the recording, registration or safeguarding of CBS' Trade Mark rights for the marketing of the Goods under the Trade Marks.

15.11     Each party shall promptly give notice in writing to the other if it becomes aware of:

15.11.1      any infringement or suspected infringement or improper or wrongful use of the Trade Marks or any other Intellectual Property Rights relating to the Goods within the Territory; or

15.11.2      any claim that any Good or the manufacture, use, sale or other disposal of any Good within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.

15.12     In respect of any matter that falls within clause  15.11.1:

15.12.1      CBS shall in its absolute discretion, decide what action to take in respect of the matter (if any);

15.12.2      CBS shall conduct and have sole control over any consequent action that it deems necessary; and

15.12.3      the costs of that action and any sums that may be paid or awarded as a result of that action shall be shared equally by the parties.

15.13     In respect of any matter that falls within clause  15.11.2:

15.13.1      CBS and the Distributor shall consult to agree:

(a)     what steps to take to prevent or terminate the infringement; and

(b)     the proportions in which they shall share the cost of those steps and any damages and other sums that may be awarded to or against them; and

15.13.2      failing agreement between the parties, either party may take any action as it considers necessary or appropriate, at its own expense, to defend the claim and shall be entitled to and responsible for all damages and other sums that may be recovered or awarded against it as a result of that action.

15.14     The Distributor shall provide any reasonable assistance to CBS (including the use of its name in, or being joined as a party to, proceedings) with any action to be taken by CBS under this clause  15.

15.15     CBS alone is responsible for the registration and maintenance of any marks or designs that relate to the Goods. The Distributor shall not obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names the same as or similar to the Trade Marks.

15.16     The Distributor shall not use the Trade Marks as part of the name under which the Distributor conducts its business, or any connected business, or under which it sells or services any products (except the Goods), or in any other way, except as expressly permitted under this Agreement.

15.17     Upon termination of this Agreement for any reason, or expiry of this Agreement, the Distributor shall immediately stop using all or any part of the Trade Marks save that if CBS does not exercise its option under clause  19.2.2 then the Distributor may continue to use the Trade Marks solely in order to sell and distribute any stocks of the Goods in accordance with clause  19.2.3 and for no longer than the period specified in clause  19.2.3.

15.18     Any Intellectual Property Rights in the Goods or that come into existence as a result of the performance by the Distributor of this Agreement (including in particular goodwill) shall vest in and remain the property of CBS. The Distributor agrees (if required) to execute and complete all necessary documentation in order to transfer ownership of such Intellectual Property Rights in the Goods from the Distributor to CBS.

15.19     To the fullest extent permitted by law, where such Intellectual Property Rights in the Goods do not automatically vest in CBS, the Distributor hereby automatically assigns such Intellectual Property Rights to CBS. In the event that such assignment is not effective, the Distributor shall hold the same on trust for CBS until such time as title in such Intellectual Property Rights shall be transferred from the Distributor to CBS, and the Distributor grants to CBS a worldwide, royalty-free, irrevocable and perpetual license to use such Intellectual Property Rights in the Goods until such transfer.

16.          Good recalls

16.1        The Distributor undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Goods or batches of Goods from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number and e-mail address).

16.2        The Distributor shall, at CBS' reasonable cost, give any assistance that CBS may reasonably require to recall, as a matter of urgency, any or all of the Goods from the retail or wholesale markets, except to the extent the arising from the Goods being made to the Distributor's specification and/or the incorporation in the Goods of any materials supplied by or on behalf of the Distributor.

16.3        The Distributor shall take such action, institute such proceedings and give such information and assistance as CBS may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate any matter associated with a product recall in respect of the Goods.

17.          Limitation of liability

Event of Default

17.1        This clause  17 sets out the maximum liability of CBS in respect of the following (each being an Event of Default):

17.1.1         a breach by CBS of this Agreement, including any wilful or deliberate breach of contract; and

17.1.2         a tortious act or omission (including negligence), breach of statutory duty, or misrepresentation or misstatement, of CBS in connection with this Agreement,

and, subject to clause  17.2, all other liability is excluded.

17.2        Nothing in this Agreement shall exclude or limit the liability of either party for:

17.2.1         death or personal injury caused by its negligence;

17.2.2         fraud or fraudulent misrepresentation;

17.2.3         breach of the terms implied by section 12 of the Sale of Goods Act 1979;

17.2.4         defective products under the Consumer Protection Act 1987;

17.2.5         any matter in respect of which it would be unlawful to exclude or restrict liability; or

17.2.6         the Distributor's payment obligations under the Contract.

Consequential loss

17.3        Subject to clause  17.2,in no event shall CBS be liable, whether for breach of contract, any tortious act or omission (including negligence) or otherwise, under or in connection with this Agreement for any:

17.3.1         loss for which the Distributor has assumed the risk under this Agreement;

17.3.2         loss of profit;

17.3.3         loss of reputation;

17.3.4         loss of sales or business, revenue or goodwill;

17.3.5         loss of agreements or contracts;

17.3.6         loss of anticipated savings;

17.3.7         loss of use or corruption of software, data or information; or

17.3.8         consequential or indirect loss,

regardless of whether the loss or damage would arise in the ordinary course of events, is reasonably foreseeable, is in the contemplation of the parties, or otherwise.

Financial limitation

17.4        Subject to clause  17.2 and clause  17.3 (and without prejudice to any liability cap imposed in respect of each Order), CBS' total financial liability under this Agreement for all Events of Default occurring in any Year shall not exceed the lower of:

17.4.1         the amount paid by the Distributor to CBS in that Year; and

17.4.2         the sum of £50,000.

Exclusion of implied terms

17.5        All warranties, conditions or terms not set out in this Agreement and which would otherwise be implied or incorporated into this Agreement by statute, common law or otherwise (other than as to title to goods) are hereby excluded except to the extent they may not be excluded or limited by law.

Claims

17.6        The Distributor undertakes that it shall not bring any claim against any individual employee or officer of CBS in respect of or relating to any Event of Default.

17.7        The Distributor shall only be entitled to bring a claim against CBS where the Distributor issues legal proceedings against CBS within the period of six months commencing on the date upon which the Distributor ought reasonably to have known of its entitlement to bring a claim.

Indemnity

17.8        Except to the extent CBS is liable to the Distributor under this Agreement, the Distributor shall indemnify CBS against any and all loss, damage, claims, cost and expense incurred by CBS:

17.8.1         arising in connection with CBS' use of any information, instructions, specifications, materials, equipment or Intellectual Property Rights supplied by the Distributor to CBS in respect of the Goods;

17.8.2         towards a third party arising out of or in connection with the Goods supplied by CBS or their operation or use and whether arising by reason of the negligence of CBS or otherwise (including any claims from customers of the Distributor);

17.8.3         as a consequence of the Distributor's delay, breach or other failure to perform any of its obligations under this Agreement;

17.8.4         arising in connection with the incorrect use, processing, storage or handling of Goods other than by CBS or its suppliers;

17.8.5         incurred by CBS towards a third party arising out of or in connection with the Goods supplied by CBS or its use and whether arising by reason of the negligence of CBS or otherwise, including any claims from customers of the Distributor;

17.8.6         as a consequence of any breach of the Distributor's obligations in clause  3.2, save for where there is any liability resulting from CBS' manufacture of the Goods;

17.8.7         as a result of or in connection with any act, failure to act or omission of the Distributor which causes CBS to be in breach or delay or otherwise fail to perform its own obligations under this Agreement; and/or

17.8.8         arising in connection the Distributor seeking any compensation from CBS on termination or expiry of this Agreement relating to loss of profits or goodwill.

18.          termination

18.1        CBS shall be entitled to terminate this Agreement for any reason without incurring any liability to the Distributor by giving six months' written notice to the Distributor.

18.2        Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving notice in writing to the other party if:

18.2.1         the other party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

18.2.2         the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

18.2.3         the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

18.2.4         an Insolvency Event occurs in relation to the other party;

18.2.5         the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

18.2.6         the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or

18.2.7         the other party purports to assign its rights or obligations under this Agreement (except in accordance with clause  24).

18.3        Without affecting any other right or remedy available to it, CBS may terminate this Agreement immediately by notice in writing if:

18.3.1         the Distributor's financial position deteriorates so far as to reasonably justify CBS' opinion that the Distributor's ability to give effect to the terms of this Agreement is in jeopardy;

18.3.2         the Distributor fails to purchase the applicable Minimum Purchase Quantity in any Year (after carrying forward qualifying purchases from the previous Year in accordance with clause  4.3);

18.3.3         the Distributor is in breach of its compliance obligations under clause  12 or clause  13;

18.3.4         the Distributor changes its organisation or methods of business in such a way as in the opinion of CBS to be able less effectively to carry out its duties under this Agreement; or

18.3.5         there is a change of Control of the Distributor.

19.          Consequences of termination

19.1        Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

19.2        On termination or expiry of this Agreement:

19.2.1         the Distributor shall at its own cost return to CBS within 14 days any Goods held by the Distributor that the Distributor has not paid CBS for at the date of termination or expiry;

19.2.2         CBS shall have the option to buy from the Distributor any stocks of the Goods at:

(a)     the same price the Distributor paid for them; or

(b)     such price as CBS reasonably considers to be their current market value,

and to exercise the option, CBS must give notice to the Distributor within 30 days of termination or expiry of this Agreement, stating the quantities of Goods it wishes to buy. The Distributor shall deliver such Goods to CBS within 30 days of receiving CBS' notice, CBS shall pay for the Goods in full within 30 days of their delivery. The Distributor shall be responsible for the costs of packaging, insurance and carriage of the Goods;

19.2.3         if CBS chooses not to exercise its option to buy back the Goods under clause  19.2.2, or purchases only part of the Distributor's stocks of Goods, the Distributor may for a period of three months following termination or expiry of this Agreement, sell and distribute any stocks of the Goods that it may have in store or under its control at the time. At the end of this period the Distributor shall promptly return all remaining stocks of the Goods to CBS at the expense of the Distributor, or dispose of the stocks as CBS directs and no further sales of the Goods shall be permitted; and

19.2.4         if CBS chooses to buy back the Goods under clause  19.2.2, or when the Distributor has disposed of its remaining stocks of Goods under clause  19.2.3, the Distributor shall at CBS' option promptly destroy or return all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to CBS' business that the Distributor may have in its possession or under its control (other than correspondence between the parties).

19.3        The termination or expiry of this Agreement shall not of itself make CBS liable to pay any compensation to the Distributor relating to the loss of its appointment, including, compensation for loss of profits or goodwill.

19.4        Subject to clause  19.2, all rights and licences of the Distributor under this Agreement shall terminate on the date of termination or expiry of this Agreement and the Distributor shall cease to promote and sell the Goods.

19.5        CBS may cancel any Orders for Goods placed by the Distributor before termination or expiry of this Agreement if delivery would fall due after termination or expiry, whether or not they have been accepted by CBS. CBS shall have no liability to the Distributor in respect of such cancelled Orders.

20.          Confidentiality

20.1        Each party undertakes to the other in relation to the Confidential Information of the other party:

20.1.1         to keep all Confidential Information confidential;

20.1.2         not to use Confidential Information except for the purposes of performing its obligations under this Agreement (and in particular not use Confidential Information to obtain a commercial, trading or any other advantage);

20.1.3         not, without the other's prior written consent, to disclose Confidential Information to any other person except those of its employees, officers, representatives or advisers, or members of CBS' Group who have a need to know the Confidential Information. Each party shall ensure that its employees, officers, representatives or advisers or members of CBS' Group to whom it discloses the other party's Confidential Information comply with this clause  20; and

20.1.4         to keep separate from all other information all Confidential Information in its possession or control.

20.2        The provisions of clause  20.1 shall not apply to Confidential Information to the extent that it is or was:

20.2.1         already in the possession of the other party free of any obligation of confidentiality on the date of its disclosure;

20.2.2         in the public domain other than as a result of a breach of this clause  20; or

20.2.3         required to be disclosed:

(a)     pursuant to applicable law, or the requirements of any governmental or regulatory body, or by any securities exchange of competent authority; or

(b)     in connection with proceedings before a court of competent jurisdiction or under any court order or for the purpose of receiving legal advice,

but only to the extent and for the purpose of that disclosure.

20.3        Each party acknowledges and agrees that Confidential Information is valuable and that damages alone would not be an adequate remedy for any breach of the terms of this clause  20 and accordingly each party shall be entitled without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of this clause  20.

21.          Force majeure

21.1        Provided it has complied with clause  21.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement (excepting any obligation on the Distributor to make payment to the Supplier) (Affected Party) by a Force Majeure Event, the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

21.2        The Affected Party shall:

21.2.1         as soon as reasonably practicable after the start of the Force Majeure Event but no later than five days from its start, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement;

21.2.2         use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations; and

21.2.3         as soon as reasonably possible after the end of the Force Majeure Event, notify the other party that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

21.3        If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 30 days either party may terminate this Agreement by giving notice in writing to the other party.

22.          Notices

22.1        Any notice to be given under this Agreement shall be:

22.1.1         in writing in the English language;

22.1.2         signed by or on behalf of the party giving it; and

22.1.3         addressed to the other party at its address specified in the Contract Summary Sheet,

or as otherwise specified by the relevant party by notice in writing to each other party in accordance with this clause  22.

22.2        A notice shall either be:

22.2.1         delivered by hand;

22.2.2         sent by e-mail via a secure server;

22.2.3         sent by first class pre-paid post, recorded delivery or Special Delivery (or equivalent tracked service); or

22.2.4         sent by airmail or by reputable international overnight courier (if the notice is to be served by post to an address outside the country from which it is sent).

22.3        A notice shall be deemed to have been received:

22.3.1         if delivered by hand, at the time the notice is left at the address;

22.3.2         if sent by e-mail, at the time of sending provided that, if an electronic notification is received by the sender's e-mail system within 24 hours after the notice was sent informing the sender that the notice has not been delivered or that the recipient is not available to receive it, the notice shall be deemed not to have been received;

22.3.3         if sent by pre-paid first class post, recorded delivery (or equivalent service) or Special Delivery (or equivalent tracked service) to an address in the United Kingdom, at 9.00 am on the second Business Day after posting;

22.3.4         if sent by pre-paid airmail to an address outside the country from which it is sent at 9.00 am on the fifth Business Day after posting; or

22.3.5         if sent by reputable international overnight courier to an address outside the country from which it is sent, on signature of a delivery receipt,

provided that a notice delivered or posted, as appropriate, after 5.00 pm on any Business Day or on a non-Business Day shall be deemed delivered or posted, as appropriate, at 9.00 am on the next Business Day.

22.4        The provisions of this clause  22 shall not apply to the service of any proceedings or other documents in any legal action.

23.          Entire agreement

23.1        This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, arrangements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, except that this clause  23.1 does not affect the liability of either party for fraud or fraudulent misrepresentation.

23.2        Each party agrees that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

24.          Assignment and other dealings

24.1        The Distributor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of CBS.

24.2        CBS shall be entitled to:

24.2.1         exercise its rights or perform any of its obligations (in whole or in part) through any company in CBS' Group; and/or

24.2.2         assign, transfer or subcontract its rights and obligations under this Agreement (in whole or part) to any third party on giving notice in writing to the Distributor.

25.          RIGHTS OF THIRD PARTIES

25.1        Save for members of CBS' Group in respect of the rights granted to those members under clause  24.2, no third party except for any permitted successor or assignee of a party to this Agreement has any rights to enforce any term of this Agreement.

25.2        The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

26.          No partnership

26.1        Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture of any kind between the parties to this Agreement or shall constitute a party to this Agreement an agent, fiduciary or employee of the other party. Neither party to this Agreement shall have any authority to impose any obligation to a third party on the other party to this Agreement.

26.2        Each party confirms it is acting on its own behalf and not for the benefit of any other person.

27.          GENERAL

Severance

27.1        If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

Rights and Remedies

27.2        Unless expressly stated in relation to any clause in this Agreement the rights and remedies given to the parties in this Agreement are:

27.2.1         in addition to;

27.2.2         without prejudice to; and

27.2.3         not exclusive of,

any and all other rights or remedies given to them whether by this Agreement, by law or otherwise and all such rights and remedies are cumulative.

Variation

27.3        No variation of this Agreement shall be effective unless it is in writing, refers to this Agreement, and signed by the parties (or their authorised representatives).

Waiver

27.4        No failure, delay or omission by either party in exercising any right or remedy provided by law or under this Agreement shall operate as a waiver of that right or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right or remedy.

Survival

27.5        Any provision of this Agreement which expressly or by implication is intended to come into or remain in force on or after termination of this Agreement shall remain in full force and effect.

Counterparts

27.6        This Agreement may be executed in any number of counterparts by the parties, each of which when executed shall constitute an original, but all of which together shall constitute one and the same agreement.

Costs and Expenses

27.7        Except where otherwise expressly provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement (and any documents referred to in it).

Further Assurance

27.8        Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

Sanctions

27.9        If a party to this Agreement or this Agreement or the Goods becomes the subject of financial, economic or trade sanctions, then either party may (without liability) suspend the performance of its obligations under this Agreement and/or terminate this Agreement and any Orders immediately by notice.

Announcements and Publicity

27.10     Neither party shall make any announcement or publicity statement relating to the other party or any company in the other party's Group, this Agreement or its subject matter, or the relationship between the parties, without the prior written consent of the other party except as required by law or by any legal or regulatory authority.

28.          Governing law AND Jurisdiction

28.1        This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of, or in connection with, it, its subject matter or formation shall be governed by, and construed in accordance with, the laws of England. The United Nations Convention on the International Sale of Goods (CISG) shall not apply to this Agreement.

28.2        Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of, or in connection with, this Agreement or its subject matter or formation.

Schedule 1 

Conditions of Sale

These are the conditions on which Colebrook Bosson Saunders (Products) Limited provides goods other than through its online store.

Your attention is drawn in particular to condition 9.

1.             Interpretation

1.1          Definitions:

1.2          Interpretation:

1.2.1            A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2            A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3            A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

1.2.4            Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5            A reference to writing or written excludes fax.

2.             Basis of contract

2.1          If CBS has a Distribution Agreement in place with the Purchaser, these Conditions are incorporated into that agreement and, in the event of any conflict or ambiguity between the terms in these Conditions, the Order or Special Request Form and the Distribution Agreement, the terms of the Distribution Agreement shall prevail.

2.2          These Conditions apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3          The Order or Special Request Form constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions and the Distribution Agreement, if applicable. The Purchaser must ensure that the terms of the Order or Special Request Form are complete and accurate.

2.4          The Order or Special Request Form shall only be deemed to be accepted when CBS issues a written acceptance of the Order or Special Request Form, at which point and on which date the Contract shall come into existence.

2.5          The Purchaser waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Purchaser that is inconsistent with these Conditions.

2.6          Any samples, drawings, descriptive matter or advertising produced by or on behalf of CBS and any descriptions or illustrations contained in CBS' catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7          A quotation for the Goods given by CBS shall not constitute an offer. If a quotation is provided, a quotation shall only be valid for a period of one month from its date of issue unless otherwise agreed between the parties.

3.             Goods

3.1          Subject to condition 3.2, the Goods are described in CBS' digital and/or printed catalogues. In the event of any conflict or ambiguity between the digital and printed catalogues, the Goods described in the digital catalogue shall prevail.

3.2          The Goods to be provided under a Special Request Form shall be as described in the CBS Special Design Solutions Sign-off Sheet, which shall be finalised between the Purchaser and CBS along with the charges applicable to any Goods to be provided under a Special Request Form prior to CBS' acceptance of a Special Request Form. CBS is entitled to reject any request from the Purchaser for non-standard Goods at its sole discretion.

4.             Delivery

4.1          CBS shall:

4.1.1            deliver the Goods to the location set out in the Order or Special Request Form or such other location as the parties may agree in writing (Delivery Location) at any time after CBS notifies the Purchaser that the Goods are ready; or

4.1.2            where set out in the Order or Special Request Form that the Goods are to be collected by the Purchaser, CBS shall inform the Purchaser (at least five days in advance in writing) of a 48-hour period during which the Goods shall be made available for collection at the Delivery Location.

4.2          CBS shall ensure that:

4.2.1            each delivery of the Goods is accompanied by a delivery note that shows the Purchaser contact name, the number the type and quantity of the Goods and the Delivery Location; and

4.2.2            it states on the delivery note if it requires the Purchaser to return any packaging materials, in which case the Purchaser shall make any such packaging materials available for collection at such times as CBS shall reasonably request. Returns of packaging materials shall be at the CBS' expense.

4.3          Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.4          Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. CBS shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Purchaser's failure to provide CBS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5          If CBS fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. CBS shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Purchaser's failure to provide CBS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6          If the Purchaser fails to take delivery of the Goods within three Business Days of CBS notifying the Purchaser in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or CBS' failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1            delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which CBS notified the Purchaser that the Goods were ready; and

4.6.2            CBS shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Purchaser for all related costs and expenses (including insurance).

4.7          If ten Business Days after the date on which CBS notified the Purchaser that the Goods were ready for delivery the Purchaser has not accepted actual delivery of them, CBS may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, charge the Purchaser for any shortfall below the price of the Goods.

4.8          CBS may deliver the Goods by instalments, which it shall invoice and which the Purchaser shall pay for separately. Any delay in delivery of or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.

4.9          The Purchaser shall be responsible for complying with any legislation governing the exportation of the Goods and the importation of the Goods into the territory to which the Goods are to be delivered, and their subsequent use or sale, including obtaining any necessary import licences or permits necessary for the entry of the Goods, or their delivery to the Purchaser. Where applicable, the Purchaser shall provide to CBS within the timescale specified by CBS, all evidence of export and supporting documentation (including evidence the Goods have left the UK, licences, EORI numbers, customs export declarations, certificates of origin or other appropriate documentation required by the relevant country). If the Purchaser fails to provide all evidence of export and supporting documentation requested by CBS within the timescales specified by CBS, CBS shall be entitled to charge value added tax in addition to the price of the Goods, together with any additional costs or expenses arising in connection with such failure.

5.             Quality

5.1          In respect of Goods supplied under an Order, CBS warrants that on delivery the Goods shall (unless an exception applies):

5.1.1            conform in all material respects with their description and any relevant specification;

5.1.2            be free from material defects in design, material and workmanship;

5.1.3            be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

5.1.4            be fit for any purpose held out by CBS in writing,

and for the following period from the date of delivery:

5.1.5            five years, in respect of "Lolly", "Ondo", "Oripura," “Lana” and "Monto" products; and

5.1.6            12 years for all other products

(Warranty Period),

5.2          Subject to condition 5.3, if:

5.2.1            during the Warranty Period, the Purchaser gives notice in writing to CBS within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in condition 5.1;

5.2.2            CBS is given a reasonable opportunity of examining such Goods; and

5.2.3            the Purchaser (if asked to do so by CBS) returns such Goods to CBS' place of business (as informed in writing by CBS) at CBS' cost,

CBS shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in condition 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3          CBS shall not be liable for the Goods' failure to comply with the warranty set out in condition 5.1 if:

5.3.1            the Purchaser makes any further use of such Goods after giving notice in accordance with condition 5.2;

5.3.2            the defect arises because the Purchaser failed to follow CBS' oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3            the defect arises as a result of CBS following any drawing, design or specification supplied by or on behalf of the Purchaser;

5.3.4            the Purchaser alters or repairs such Goods without the written consent of CBS;

5.3.5            the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.3.6            the Goods differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements,

and the warranty is subject to the following conditions:

5.3.7            The warranty is only valid on items which have been purchased directly from CBS.

5.3.8            The warranty is void if the Goods have been modified in any way or if the Goods have been abused or used beyond ordinary use (as reasonably determined by CBS).

5.3.9            The warranty does not extend to furniture, IT equipment or any other item other than the Goods supplied by CBS benefiting from the goodwill warranty.

5.3.10         The warranty extends to the Purchaser only.

5.4          Except as provided in this condition 5, CBS shall have no liability to the Purchaser in respect of the Goods' failure to comply with the warranty set out in condition 5.1.

5.5          The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6          These Conditions shall apply to any repaired or replacement Goods supplied by CBS.

6.             SPECIALS

6.1          The provisions of this condition 6 shall apply only to Goods provided under a Special Request Form.

6.2          The Purchaser shall at its own cost disclose to CBS such information as is necessary to enable CBS to prepare and finalise the CBS Special Design Solutions Sign-off Sheet (where CBS deems this possible), calculate the applicable charges for the Goods and to manufacture the Goods in accordance with the Special Request Form.

Samples

6.3          If CBS deems it necessary or CBS has agreed with the Purchaser to do so, CBS shall as soon as practicable after the disclosure of all necessary information under condition 6.2 submit to the Purchaser for approval pre-production samples of the Goods. The Purchaser grants CBS a non-exclusive, non-transferable, royalty-free licence (including the right to grant sub-licences to subcontractors) to use such information solely for the purpose of performing its obligations under the Contract.

6.4          CBS shall not accept a Special Request Form or commence manufacture of the Goods until the Purchaser has communicated its approval of any samples to CBS in writing (such approval not to be unreasonably withheld or delayed).

6.5          The Purchaser's approval of any samples constitutes irrevocable confirmation that:

6.5.1            Goods manufactured in conformity with the samples (or differing only within normal manufacturing tolerances) will comply with the CBS Special Design Solutions Sign-off Sheet; and

6.5.2            the Goods will meet the warranties specified in condition 6.6.

Warranties

6.6          CBS warrants that on delivery and for the following 12 months (Warranty Period) the Goods shall:

6.6.1            conform in all material respects with the Special Design Solutions Sign-off Sheet; and

6.6.2            be free from material defects in materials and workmanship;

except, in each case, to the extent arising from CBS relying on the information provided by the Customer under condition 6.2.

6.7          CBS gives no warranty or representation that the Goods will be free from design defects or will be fit for any purpose of the Purchaser (whether made known to CBS or not) or will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.8          The provisions of conditions 5.2 to 5.6 shall apply to Goods provided under a Special Request Form as though references to condition 5.1 were to condition 6.6, save that the notice period required to be given by the Purchaser to CBS under condition 5.2.1 shall be within seven days of discovery that some or all of the Goods do not comply with the warranty set out in condition 6.6.

Third Party Claims

6.9          If any claim is made against CBS arising out of or in connection with the manufacture of or any defect in the Goods arising from the Goods being made to the Purchaser's specification and/or the incorporation of any information provided by the Purchaser under condition 6.2, the Purchaser shall indemnify CBS against any and all loss, damage, claims, cost and expense incurred by CBS.

6.9.1            awarded against CBS in connection with the claim;

6.9.2            paid or agreed to be paid by CBS in settlement of the claim; and

6.9.3            all legal costs and expense incurred by CBS in relation to the defence or settlement of the claim.

IPR ownership

6.10        Subject to condition 6.11, CBS acknowledges that the IPR in information provided by the Purchaser under condition 6.2 is and remains the exclusive property of the Purchaser or, where applicable, the third party licensor from whom the Purchaser derives the right to use them.

6.11        The Purchaser acknowledges that all IPR used for the design, testing and manufacture of the Goods that originate from or which were created by or on behalf of CBS shall remain CBS' exclusive property or, where applicable, the third party licensor from whom CBS derives the right to use them, including any improvements, developments, enhancements, modifications or derivatives of information provided by the Purchaser under condition 6.2.

Sale of additional Specials

6.12        CBS shall be entitled to sell any additional stock of the Goods provided under a Special Request Form in its possession that are not allocated to a Contract via any channel it sees fit.

6.13        Where the Purchaser has requested to purchase Goods previously provided to it under a Special Request Form:

6.13.1         CBS and the Purchaser shall not be required to agree a further CBS Special Design Solutions Sign-off Sheet nor shall CBS be required to submit to the Purchaser for approval pre-production samples of such Goods;

6.13.2         the parties will otherwise document the purchase via a Special Request Form;

6.13.3         any previous approval given by the Purchaser under condition 6.5 shall continue to apply; and

6.13.4         the warranties in this condition 6 shall apply to such Goods.

6.14        Where the Purchaser has requested to purchase Goods that were previously provided to another purchaser under a Special Request Form, CBS and the Purchaser shall follow, and comply with, the provisions of this condition 6 (apart from condition 6.13).

7.             Title and risk

7.1          The risk in the Goods shall pass to the Purchaser on completion of delivery.

7.2          Title to the Goods shall not pass to the Purchaser until the earlier of:

7.2.1            CBS receives payment in full (in cleared funds) for the Goods and any other goods that CBS has supplied to the Purchaser in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

7.2.2            the Purchaser resells the Goods, in which case title to the Goods shall pass to the Purchaser at the time specified in condition 7.4.

7.3          Until title to the Goods has passed to the Purchaser, the Purchaser shall:

7.3.1            store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as CBS' property;

7.3.2            not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.3            maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.3.4            notify CBS immediately if it becomes subject to any of the events listed in condition 10.1.3 to condition 10.1.9; and

7.3.5            give CBS such information as CBS may reasonably require from time to time relating to:

(a)     the Goods; and

(b)     the Purchaser's ongoing financial position.

7.4          Subject to condition 7.5, the Purchaser may resell or use the Goods in the ordinary course of its business (but not otherwise) before CBS receives payment for the Goods. However, if the Purchaser resells the Goods before that time:

7.4.1            it does so as principal and not as CBS' agent; and

7.4.2            title to the Goods shall pass from CBS to the Purchaser immediately before the time at which resale by the Purchaser occurs.

7.5          At any time before title to the Goods passes to the Purchaser, CBS may:

7.5.1            by notice in writing to the Purchaser, terminate the Purchaser's right under condition 7.4 to resell the Goods or use them in the ordinary course of its business; and

7.5.2            require the Purchaser to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored, to recover them. The Purchaser shall procure entry to any such third party's premises if requested to do so by CBS.

8.             Price and payment

8.1          The price of the Goods shall be the price set out in the Order or Special Request Form or, if no price is quoted, the price set out in CBS' published price list in force as at the date of delivery.

8.2          Periodically CBS applies price increases to its list prices but CBS shall not retrospectively apply pricing to Goods subject to an Order or Special Request Form unless the Purchaser is responsible for the delay in processing the relevant Order or Special Request Form.

8.3          CBS may, by giving notice in writing to the Purchaser at any time up to three months before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

8.3.1            any factor beyond CBS' control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

8.3.2            any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

8.3.3            any delay caused by any instructions of the Purchaser or failure of the Purchaser to give or delay by the Purchaser in giving CBS adequate or accurate information or instructions.

8.4          The prices for the Goods are exclusive of:

8.4.1            value added tax, any sales, use, revenue, excise or other taxes or governmental charges which the Purchaser shall additionally be liable to pay to CBS at the prevailing rate, subject to the receipt of a valid VAT invoice; and

8.4.2            all costs of delivery, including transport, packaging (other than the usual packaging for each of the Goods), insurance and any taxes, duties and surcharges,

all of which shall be payable by the Purchaser in addition where applicable.

8.5          CBS may invoice the Purchaser for the Goods on or after dispatch.

8.6          Unless set out otherwise in an Order or Special Request Form, the Purchaser shall pay each invoice submitted by CBS:

8.6.1            within 30 days of the date of the invoice;

8.6.2            in full and in cleared funds to a bank account nominated in writing by CBS;

8.6.3            in the currency specified in the invoice; and

8.6.4            time for payment shall be of the essence of the Contract.

8.7          All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.8           In the event of a disputed invoice, CBS reserves the right to demand payment of the undisputed sum within normal payment terms.

8.9          CBS reserves the right to withhold amounts owed to the Purchaser and offset them against amounts owed to CBS.

8.10         If the Purchaser fails to pay any sums due to CBS by the due date, then without limiting CBS' remedies under condition 10 or otherwise under the Contract, CBS may:

8.10.1           charge interest on the outstanding amount at the rate of 5% a year above the Bank of England base rate from time to time or at 5% a year for any period when that base rate is below 0%; and/or

8.10.2           suspend or terminate manufacture, delivery or installation of Goods.

8.11        CBS shall have right of lien on Goods supplied until CBS receives the payment even if the Goods are stored in the Purchaser's warehouse.

9.             Limitation of liability and Indemnity

9.1          The limits and exclusions in this condition 9 reflect the insurance cover CBS has been able to arrange. The Purchaser is responsible for making its own arrangements for the insurance of any excess liability.

9.2          References to liability in this condition 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), breach of statutory duty or otherwise.

9.3          Nothing in the Contract excludes or limits the liability of either party for:

9.3.1            death or personal injury caused by its negligence;

9.3.2            fraud or fraudulent misrepresentation;

9.3.3            breach of the terms implied by section 12 of the Sale of Goods Act 1979;

9.3.4            defective products under the Consumer Protection Act 1987;

9.3.5            any matter in respect of which it would be unlawful to exclude or restrict liability; or

9.3.6            the Purchaser's payment obligations under the Contract.

9.4          Subject to condition 9.3, in no event shall CBS be liable, whether for breach of contract, any tortious act or omission (including negligence), breach of statutory duty or otherwise, under or in connection with the Contract for any:

9.4.1            loss for which the Purchaser have assumed the risk under the Contract;

9.4.2            loss of profit;

9.4.3            loss of reputation;

9.4.4            loss of sales or business, revenue or goodwill;

9.4.5            loss of agreements or contracts;

9.4.6            loss of anticipated savings;

9.4.7            loss of use or corruption of software, data or information; or

9.4.8            consequential or indirect loss,

regardless of whether the loss or damage would arise in the ordinary course of events, is reasonably foreseeable, is in the contemplation of the parties, or otherwise.

9.5          Subject to condition 9.3 and condition 9.4, in respect of each Contract, CBS' total liability to the Purchaser shall not exceed:

9.5.1            the lower of the price paid for the Goods in respect of each Order or Special Request Form; and

9.5.2            the sum of £50,000.

9.6          This condition 9 shall survive termination of the Contract.

9.7          All warranties, conditions or terms not set out in these Conditions and which would otherwise be implied or incorporated into this Agreement by statute, common law or otherwise (other than as to title to goods) are hereby excluded except to the extent they may not be excluded or limited by law.

9.8          The Purchaser undertakes that it shall not bring any claim against any individual employee or officer of CBS in respect of or relating to any liability under or in connection with the Contract.

9.9          The Purchaser shall only be entitled to bring a claim against CBS where the Purchaser issues legal proceedings against CBS within the period of six months commencing on the date upon which the Purchaser ought reasonably to have known of its entitlement to bring a claim.

9.10        Except to the extent CBS is liable to the Purchaser under these Conditions, the Purchaser shall indemnify CBS against any and all loss, damage, claims, cost and expense incurred by CBS:

9.10.1         arising in connection with CBS' use of any information, instructions, specifications, materials, equipment or IPR supplied by the Purchaser to CBS in respect of the Goods;

9.10.2         towards a third party arising out of or in connection with the Goods supplied by CBS or their operation or use and whether arising by reason of the negligence of CBS or otherwise (including any claims from customers of the Purchaser);

9.10.3         as a consequence of the Purchaser's delay, breach or other failure to perform any of its obligations under this Agreement;

9.10.4         arising in connection with the incorrect use, processing, storage or handling of Goods, other than by CBS or its suppliers;

9.10.5         incurred by CBS towards a third party arising out of or in connection with the Goods supplied by CBS or its use and whether arising by reason of the negligence of CBS or otherwise, including any claims from customers of the Purchaser;

9.10.6         as a result of or in connection with any act, failure to act or omission of the Purchaser which causes CBS to be in breach or delay or otherwise fail to perform its own obligations under this Agreement; and/or

9.10.7         arising in connection the Purchaser seeking any compensation from CBS on termination or expiry of this Agreement relating to loss of profits or goodwill.

10.          Termination

10.1        Without limiting its other rights or remedies, CBS may terminate the Contract with immediate effect by giving written notice to the Purchaser if:

10.1.1         the Purchaser fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

10.1.2         the Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of it being notified in writing to do so;

10.1.3         the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

10.1.4         the Purchaser purports to assign its rights or obligations under this Agreement (except in accordance with condition 12.1.2);

10.1.5         there is a change of control of the Purchaser ("control" having the meaning given in section 1124 Corporation Tax Act 2010);

10.1.6         the Purchaser takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.1.7         the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

10.1.8         the Purchaser (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or

10.1.9         the Purchaser's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.2        Without limiting its other rights or remedies, CBS may suspend supply of the Goods under the Contract or any other contract between the Purchaser and CBS if the Purchaser becomes subject to any of the events listed in condition 10.1.6 to condition 10.1.9, or CBS reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.

10.3        Without limiting its other rights or remedies, CBS may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under the Contract on the due date for payment.

10.4        On termination of the Contract for any reason the Purchaser shall immediately pay to CBS all of CBS' unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, CBS shall submit an invoice, which the Purchaser shall pay immediately on receipt.

10.5        Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.6        Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11.          Force majeure

If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 30 days either party may terminate the Contract by giving notice in writing to the other party.

12.          General

12.1        Assignment and other dealings.

12.1.1         CBS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

12.1.2         The Purchaser shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of CBS.

12.2        Confidentiality

12.2.1         Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by condition 12.2.2.

12.2.2         Each party may disclose the other party's confidential information:

(a)     to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this condition 12.2; and

(b)     as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.2.3         Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with CBS' agreement with the Purchaser.

12.3        Entire agreement.

12.3.1         The Contract constitutes the entire agreement between the parties unless CBS has a Distribution Agreement with the Purchaser, in which case the terms set out in the Distribution apply.

12.3.2         Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.4        Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.5        Waiver.

12.5.1         A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.5.2         A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

12.6        Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this condition 12.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7        Notices.

12.7.1         Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a)     delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)     sent by email to the following addresses (or an address substituted in writing by the party to be served):

CBS: info@cbsproducts.co.uk

Purchaser: the email address set out in the Order or Special Request Form.

12.7.2         Any notice shall be deemed to have been received:

(a)     if delivered by hand, at the time the notice is left at the proper address;

(b)     if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

(c)      if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

12.7.3         This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.8        Third party rights.

12.8.1         The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

12.8.2         The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

12.9        Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.

12.10     Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.