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Terms and Conditions of Sale


All orders are accepted subject to our Standard Conditions of Sale, reproduced below, which apply to and govern all contracts, quotations, sales, supplies and deliveries of goods, materials, services and other products(hereinafter called Products) by CPI Ltd (hereinafter called "CPI") or its representatives to any individual Firm, Company or other person (hereinafter called ”the Buyer”) and of all or any other conditions, warranties or terms otherwise implied or expressed.


The giving of an order by the Buyer to CPI for any Product shall constitute an unqualified acceptance by the Buyer that if CPI accepts the Order, sale supply or delivery of such products by CPI will be governed solely by these Conditions of Sale. No variation of these Conditions of Sale nor any oral stipulations or representations shall be binding on CPI unless expressly agreed to in writing and signed by a Director of CPI on its behalf.


1. Prices


Except as otherwise expressly stated and contracted CPI reserves the right to vary prices and payment dates at any time. Prices quoted in foreign currency may be adjusted at any time in relation to variations in the appropriate exchange rate and are ex-works CPI premises at  Sherburn in Elmet, England. The price does not include the cost of freight carriage, packing or insurance which, unless otherwise shown on the invoice, will be additionally charged to the buyer.

1.1 Orders for Printed Products are accepted subject to customers’ acceptance of a variation of +/ – 10% in delivery quantity.  Invoice will be amended accordingly.


2. Payment

CPI will require a down payment of 50% or an amount to be agreed prior to any bespoke projects being undertaken

3. Delivery

3.1 CPI shall make all reasonable efforts to meet a “delivery date” but time shall not be of essence to the contract as any circumstances whatsoever may prevent, hinder or delay any delivery.


3.2 CPI reserves the right to deliver by instalments. The buyer shall inspect all goods on delivery and unless the buyer takes the following actions the buyer will be deemed to have accepted the delivery in full contractual satisfaction of the order:


3.2.1 Buyer shall endorse carrier’s note appropriately.


3.2.2 Buyer shall advise CPI immediately by telephone and confirm such call in writing to CPI within two working days.


3.2.3 Buyer shall send full particulars of claim to CPI in writing within 10 days after delivery.


3.3 In case of non-delivery of a consignment, the Buyer shall advise CPI within 10 days after date of invoice.


3.4 The Buyer shall be bound to pay for all goods, notwithstanding any alleged non-delivery or shortage of goods, if the foregoing conditions have not been complied with.


4. Force Majeure


If during the currency of any contract agreement or order entered into between CPI and the customer, CPI is delayed or hindered in or prevented from performing any or all of its obligations hereunder by war, road blocks, rail blocks, strikes (whether official or unofficial) lock out, picketing or blocking (secondary or otherwise) or any action which could reasonably be described as in the furtherance of or in any way related to an industrial dispute or grievance, riots, civil commotions, epidemic, fire, explosions, accident, flood, plant breakdown, or any other cause (whether or not of the same nature as the foregoing) beyond the reasonable control of CPI then CPI shall not in consequence thereof be under any liability in contract in relation to the contract agreement or order and CPI may, if it deems so desirable, upon giving notice to the customer partially or wholly suspend deliveries of any goods or preferment’s of any works during the continuance of such causes and the delivery date or dates shall be correspondingly extended.


5. Title & Risk


5.1 The risk in the goods shall pass to the customer from the time when the goods are either:


5.1.1 Collected by the customer or his nominee or representative (which latter term shall include a carrier nominated by the customer) from CPI or other premises or


5.1.2 Delivered to the customer’s premises or nominated delivery address.


5.2 Title and property in the goods shall not pass to the customer until the customer pays to CPI the full amount of the agreed price together with the full price of any other goods the subject of any other agreement with CPI entered into before or after the agreement in question. Until such time the goods shall remain the sole and absolute property of CPI


5.3 All amounts outstanding shall be deemed to be due immediately before the customer enters into liquidation whether compulsorily or voluntarily or has a receiver appointed over all or any part of its assets; or if the customer (not being a company) becomes bankrupt or insolvent or if the customer enters into any arrangement with creditors or takes or suffers any similar action in consequence of debts or:


5.3.1 On the happening of any event or default which would cause CPI reasonably to consider that its title to the goods may be adversely affected and the customer shall notify CPI immediately of the happening of any such event or default.


6. Warranty


CPI hereby warrants its title to the goods but save as to this warranty as to title no other warranty condition or other terms as to the characteristics of the goods, their quality or fitness for any purpose is given or accepted and any warranty condition or other such term whether implied by statute at common law or otherwise is hereby excluded from this contract notwithstanding that the purpose for which the goods are to be used is made known to CPI.


Without prejudice to the above:


6.1 CPI reserves the right to refuse to accept at its own discretion any repeat orders for specialised goods made specifically to the buyers requirements.


6.2 CPI does not warrant that instalments of or batches of repeat orders of any product shall comply with the specification or colour match of any other instalment batch or order. In the event that there shall be any said variation of specification or colour matchthe liability of CPI shall be limited to the invoice price of the instalment batch or order concerned. It is the buyer’s absolute obligation to specify clearly the product being ordered and the specification required. CPI accepts no liability for the failure of the buyer to order the correct product or specification. Wherever appropriate CPI will endeavour to assist buyers with technical advice and specifications but the buyer shall at all times be responsible for ordering the correct product or specification and deciding upon fitness for purpose of the product.


7. Miscellaneous


CPI shall have the right in its absolute discretion and without assigning any reason therefore and notwithstanding any contract the customer may have made with a third party to terminate without notice any agreement to make supplies to any person or to refuse or limit the amount of credit to be given to any person and to withhold supplies to any person.

8. Patents & Trademarks & Health & Safety


No representation, warranty or indemnity is given by CPI that the goods do not infringe any letter, patent, trademark, registered designs or other industrial rights. The buyer shall, after delivery of the goods, be solely responsible for their safe and satisfactory storage and shall be responsible for complying with any statutory or other requirement with regard to the storage, use or handling of the goods. The buyer shall indemnify CPI against any claim by any third party caused by products delivered by CPI proving not to be fit and suitable for such third party’s purposes for any reason.


9. Liability for Accidents & Damage


CPI and its servants or agents (on whose behalf CPI hereby contracts) shall not be liable to the buyer for loss, injury, damage or claim consequential or direct or natural of any kind whatsoever arising out of or in connection with the execution of this contract or arising out of or in connection with the use of goods supplied by CPI save and except where such loss, injury, damage or claim be occasioned by the negligence of CPI or of any employee of CPI.


10. Governing Law


This agreement will be governed by and construed in accordance with English Law. The buyer irrevocably submits in respect of all matters and disputes arising out of this agreement to the exclusive jurisdiction of the English Courts.


11. Assignment


This contract is personal to the buyer and may only be assigned with the written consent of CPI.


12. Pro-Forma Payments


In the case of purchase by persons or companies not holding trading accounts, all payments shall be completed in advance of despatch of goods


13. Cancellation of Goods


Orders for products may not be cancelled or suspended without CPI’s prior written consent. Any cancellation or suspension of an order with CPI does not agree to shall been the condition that the buyer shall indemnify CPI against any loss incurred wholly or in part by the cancellation or suspension. Specifically, cancellations of orders for non-stock lines will not be accepted once the products have commenced manufacture.


14. Return of Goods


No goods are supplied on a ‘sale or return’ or ‘use or return’ basis. There will be no liability on CPI to accept returned goods. Any goods returned by a buyer or anybody acting on his behalf will remain the risk of the buyer and, for the avoidance of doubt, CPI confirms that no liability of any description is accepted in respect of returned Goods.


15. Confirmation of Orders


In order to avoid orders being duplicated, all orders that are confirmation of orders previously placed shall clearly indicate the fact. Unless clear indication is given that any verbal or written order is confirmation of an earlier order whether verbal or written the buyer shall accept delivery of the goods and pay for the same in full.


Where the Buyer orders standard or non-standard products which are specifically manufactured or produced to his unique requirements, the buyer shall accept the supply of a quantity whether more or less within 10% of the stipulated amounts. In such circumstances the Invoice value of the goods shall be subject to a corresponding adjustment.


16. Export


Without prejudice to these conditions of sale, products for export shall be at the buyer’s risk from the time of collection by the customer’s freight carrier from CPI’s or any other premises or on delivery to any carrier or premises nominated by the customer. All prices quoted are ex-works CPI’s premises and will be exclusive of all taxes, duties, insurance, packing, freight and any other costs incurred by CPI not included in the price of the products unless otherwise expressly quoted for in writing.


16.1 The uniform law on international sales shall not apply to this contract. The terms of payment shall be as specified in writing by CPI.


16.2 Where the prices quoted are in any currency other than Sterling, these prices are based on the relevant exchange rate of the currency concerned ruling on the date of quotation and CPI reserves the right to vary the prices it there shall be any change in the rate at the time of despatch.

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