Terms & Conditions
In these Terms and Conditions the following words shall have attributed to them the meanings specified
1.1 cdm-electronics shall mean cdm-electronics Electronics Ltd. whose principal place of business and registered office is at Brookfields Way, Manvers, Wath Upon Dearne, Rotherham S63 5DL.
1.2 Customer shall mean the person, company or any other body that purchases or agrees to purchase Goods whether a Consumer Trade Customer or Credit Customer.
1.3 Consumer shall mean an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft of profession.
1.4 Trade Customer shall mean a Customer who buys Goods for the purpose of a business and not as a Consumer.
1.5 Credit Customer shall mean a Trade Customer to whom cdm-electronics allows credit in respect of Goods purchased or agreed to be purchased.
1.6 Goods shall mean all goods and services which the Customer agrees to buy from cdm-electronics including replacements for defective Goods, hardware documentation and software products licensed for use by the Customer.
1.7 Contract shall mean the Contract between cdm-electronics and the Customer for the sale of Goods by cdm-electronics to the Customer.
1.8 Catalogue shall mean any published promotional material produced by cdm-electronics.
1.9 Working Days shall mean Monday to Friday inclusive but exclusive of Bank Holidays.
1.10 Customer’s Registered Address shall mean the address of the Customer that is already registered with cdm-electronics or the address registered with the issuing company of any debit or credit card which is used as a means of payment for Goods.
1.11 Goods shall mean the relevant goods which are the subject of the Contract;
1.12 B Grade Products The B Grade Products are all clearance items; there are various product conditions for example:-
New, boxed and end of line Scratch and dent to product or packaging or both Refurbished Used and returned All of the B Grade products are tested, in full working order and carry a twelve-month warranty.
1.13 Distance Selling shall mean a non face-to-face purchase, therefore an item purchased via the Internet, over the telephone or mail order.
2.1 All orders for Goods are accepted by cdm-electronics subject to these terms and conditions of sale which supersede any other terms and conditions previously published. These constitute the entire understanding between cdm-electronics and the Customer for the sale of Goods. cdm-electronics accepts responsibility under these terms and conditions for its commitments to the Customer, cdm-electronics also accepts responsibility by its duly authorized agents.
2.2 Any substitute products that are supplied, and found not to be suitable will be collected at cdm-electronics's expense. Contact Customer Service to arrange for the goods to be returned.
2.2.1 Goods will be supplied based on any information provided by the Customer.
2.3 Any Catalogue published by cdm-electronics is an invitation to treat and not an offer to supply.
2.4 Subject to condition 2.5 any advice or recommendation given by cdm-electronics or its employees or agents to a Trade Customer as to the storage, application or use of the Goods is followed or acted upon entirely at the Trade Customer’s own risk.
2.5 Condition 2.4 shall not apply to any Customer purchasing Goods as a Consumer.
2.6 All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication.
2.7 If the description of any Goods, which are not directly manufactured by cdm-electronics, contained in any correspondence, invoice or the current Catalogue varies from that of the manufacturer’s description, then the manufacturer’s description will be deemed to be the correct description and shall take precedence over the description assigned by cdm-electronics. The updated and complete manufacturer’s description is available from cdm-electronics on request before any order is placed.
2.8 In the event of any material change to any description of goods since the date of publication of the last Catalogue by cdm-electronics, cdm-electronics will advise the Customer of the revised description at the time of delivery of the goods or before where possible.
2.9 cdm-electronics reserves the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability. All mail order Goods detailed in the Catalogue have been processed in strict accordance with standard quality procedures approved to ISO 9001; 2008.
Goods listed in any cdm-electronics Catalogue may originate from a Non-EU source. Any published information by cdm-electronics as to the country of origin of Goods is an indicator only of the source of supply to cdm-electronics and does not constitute a warranty or representation. All contracts between cdm-electronics and the Customer shall be governed by and interpreted in accordance with English Law and both cdm-electronics and the Customer submits to the exclusive jurisdiction of any competent Court in the United Kingdom. Nothing contained herein shall affect a Consumer’s legal rights in connection with the purchase of the Goods. Further information can be obtained from your local Trading Standards office or Citizens Advice Bureau.
2.10 All prices for the Goods are in pounds Sterling and subject to Value Added Tax (“VAT”) at the relevant rate ruling on the date of despatch and do not include the cost of carriage, packaging or other charges which becomes payable under any contract with cdm-electronics. Prior to the conclusion of the contract cdm-electronics will inform the Customer the total amount to be debited.
2.11 Whilst every endeavour will be made to maintain the prices in the Catalogue cdm-electronics reserves the right to alter prices at any time. Prior to the conclusion of the contract cdm-electronics will inform the Customer the total amount to be debited.
2.12 Any change in price will be communicated to the Customer at the time of ordering. Prior to the conclusion of the contract cdm-electronics will inform the customer the total amount to be debited.
3 ORDER PROCESSING
3.1 Where possible orders should be made using cdm-electronics order codes and a Customer number.
3.2 Written confirmation is not required for a Trade Customer telephone order, but if the Trade Customer sends written confirmation such confirmation must be marked ‘Confirmation Only’ so as to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Trade Customer.
3.3 cdm-electronics reserves the right to deliver part orders, or hold orders until all items are available, as required. Credit cards are only charged for written and telephone orders when Goods are despatched for delivery or collected from a cdm-electronics Store. The exceptions to this being when cdm-electronics has been requested to custom build Goods to special order and Internet orders which will be charged at the point of order confirmation. Only one mail order handling charge will be levied (if applicable) in respect of the total order. If any goods are not available within 30 days of the order being placed the Customer will be informed and will be offered the option to continue to await delivery, accept an alternative product or cancel the order and receive a refund where funds have been taken.
3.4 When dealing as a Trade Customer authorisation for the return of goods must be obtained from the Customer service Department by telephoning 0333 400 9500.
3.5.1 Acceptance of an internet order placed by a Customer and the completion of the contract between the Customer and cdm-electronics will take place when the Customer receives an email from cdm-electronics that confirms that the Goods have been dispatched “Dispatch Confirmation”. The Contract between us will only be formed when cdm-electronics sends the Customer the Dispatch Confirmation.
3.5.2 If cdm-electronics is unable to supply the Customer with a Good, for example, because that Good is no longer available, or because of an error in the price on cdm-electronics’s website or catalogue, or cdm-electronics is unable to obtain authorisation for the Customer’s payment, or where the Customer does not accept cdm-electronics’s terms and conditions of sale, cdm-electronics will inform the Customer of this by e-mail, for internet orders, or by post for mail and telephone orders, and cdm-electronics will not process the Customer’s order. If the Customer has already paid for the Goods, cdm-electronics will refund the Customer the full amount as soon as possible and in any event within 14 days.
3.5.3 ACCEPTANCE BY cdm-electronics OF ANY PAYMENT MADE BY THE CUSTOMER IN CONNECTION WITH ANY GOODS DOES NOT CONSTITUTE cdm-electronics’S ACCEPTANCE OF THE CUSTOMER’S ORDER AND A LEGALLY BINDING CONTRACT IS NOT FORMED UNTIL THE CUSTOMER RECEIVES cdm-electronics DISPATCH CONFIRMATION E-MAIL AND cdm-electronics WILL NOT BE OBLIGED TO SUPPLY GOODS TO THE CUSTOMER UNTIL THEN.
3.6 Telephone orders to be charged to a Credit Account held by a Trade Customer with cdm-electronics will only be accepted with an official purchase order number.
3.7 Trade Customers wishing to purchase Goods on account at a cdm-electronics store will be required to provide a written purchase order containing the cdm-electronics trade account number. This procedure is also required when a ‘call to collect’ product reservation is made at a Customer’s local cdm-electronics store.
3.8 Products reserved in accordance with condition 3.7 must be collected within 5 working days from notification of goods arriving in Store, failing which cdm-electronics will charge the Customer a restocking fee.
3.9 In the event of cancellation of part of an order by a Trade Customer cdm-electronics reserves the right to invoice for any difference between the selling price applicable for the final quantity despatched and the total price of the original order plus a restocking charge. Orders where goods have been specifically ordered for Trade Customer requirements (schedule and non-stock items) cannot be cancelled.
4.1 Payment shall be made by the Customer for all monies owed to cdm-electronics in respect of orders placed for Goods.
4.2 Under normal circumstances payment shall be made at the time that the order is placed. Payment may be made by, and is accepted by, cash, cheque or major credit and debit cards: (Maestro, MasterCard, Visa and American Express). Paypal (online only). Cheques must be made payable to “cdm-electronics Electronics Ltd” and crossed “payee only”.
4.3 Credit terms are available to Trade Customers on request and subject to status, satisfactory references and acceptable trading history with cdm-electronics. Payment is due by the end of the month following the month of despatch without any deductions. If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to cdm-electronics, cdm-electronics shall be entitled to:
1. i) Cancel the order and suspend further deliveries of Goods. 2. ii) Allocate any payments made by the Customer to such of the Goods (or Goods supplied under any other order) as cdm-electronics may think fit.
iii) Charge an administration fee for any legal or other collection processes required to recover all monies due.
1. iv) Charge interest on the unpaid amount from the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 If the Customer fails to make payment for the Goods in accordance with these Terms and Conditions or permits any other breach of any contract for sale or if any distress or execution shall be levied upon any of the Customer’s goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer’s business or assets or if any petition for the appointment of any administrator is presented against the Customer or if the Customer shall suffer any actions or proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.
4.5 cdm-electronics may in its absolute discretion and without prejudice to any other rights which it may have, suspend all future deliveries of Goods to the Trade Customer and/or terminate any contract without liability upon its part. in the event of any breach of these Terms and Conditions by the Trade Customer.
5.1 Delivery is free (within the UK mainland) for all orders over £10 inclusive of VAT. Other delivery methods are available at additional cost. The current charge can be ascertained by contacting cdm-electronics. Prior to the conclusion of the contract cdm-electronics will inform the Customer the total amount to be debited.
5.2 The risk of damage to or loss of Goods ordered from cdm-electronics will pass to the Customer when the goods are delivered.
5.3 Same day despatch is normally achieved but not guaranteed, provided the order has been received by cdm-electronics before 5.00 pm during Working Days. This provision does not apply to Goods requiring special modification (e.g. calibration, kits etc.) and orders which are too large to be despatched by cdm-electronics contracted carrier. Delivery will normally only be made to the Customer’s registered address unless notified to cdm-electronics in writing beforehand. All orders will be despatched where reasonably practicable the same working day as the order is received by cdm-electronics and normally delivered within three to five working days. For vital consignments, cdm-electronics offers a guaranteed delivery service, weekdays before 10.30 am and Saturday before 12.00 noon. All orders for guaranteed deliveries must be received by 5.00pm on a working day and will be subject to extra charges. Details of the charges are available from cdm-electronics prior to the placing of any order.
5.4 Carriage will be charged on orders involving Export at the appropriate rate prevailing at the date of despatch. Prior to the conclusion of the contract cdm-electronics will inform the Customer the total amount to be debited.
5.5 The Customer is responsible at their own expense to obtain any import or export license or any other documentation deemed necessary by any compliant authority.
5.6 The Customer must inspect the Goods as soon as reasonably practicable after delivery or upon purchase from a store and shall within 30 days of such delivery or receipt give notice to the Customer Service Department of cdm-electronics of any apparent physical or delivery damage in the Goods.
5.7 Queries regarding shortages of Goods must be made within 30 days of delivery date and must be accompanied by the despatch note. Queries regarding Goods invoiced but not delivered must be made to the Customer Service Department of cdm-electronics within 30 days of invoice date and the invoice number must be quoted.
5.8 cdm-electronics shall not be liable to compensate the Trade Customer by way of damages or otherwise for non-delivery or late delivery of the Goods or for any loss consequential or otherwise arising from non-delivery or late delivery.
5.9 NOTHING IN THIS SECTION AFFECTS THE LEGAL RIGHTS OF THE CONSUMER. FURTHER INFORMATION ABOUT YOUR CONSUMER RIGHTS ARE AVAILABLE FROM YOUR LOCAL TRADING STANDARDS OFFICE OR CITIZENS ADVICE BUREAU.
6.1 Consumer’s legal right to return unwanted goods: This is separate and in addition to cdm-electronics’s satisfaction guarantee set out at section 6.2 below.
6.1.1 Notwithstanding any other provisions of these Conditions of Sale, the Customer has the right to change their mind and to cancel an order within 30 calendar days without giving any reason ( in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013). The cancellation period will expire after 30 days from the day on which the Customer acquires physical possession of the Goods.
6.1.2 To exercise this right to cancel the Customer must inform cdm-electronics of its decision to cancel the order by a clear statement (e.g. a letter sent by post, fax or e-mail). The Customer may use the model cancellation form included at Annex 1 below, but it is not obligatory. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning its exercise of the right to cancel before the cancellation period has expired.
6.1.3 Reasonable care should be taken by the Customer whilst the goods remain in their possession and goods must be adequately packaged when being returned back to cdm-electronics.
6.1.4 If the Customer cancels this Contract in accordance with this section 6.1, cdm-electronics will reimburse to the Customer all payments received from the Customer, including the costs of delivery (except for the supplementary costs arising if the Customer chose a type of delivery other than the least expensive type of standard delivery offered by cdm-electronics). cdm-electronics may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Customer. The Customer is only liable for any diminished value of the Goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods the Customer has received.
6.1.5 cdm-electronics will make the reimbursement without undue delay, and not later than:
(a) 14 days after the day cdm-electronics receives back from the Customer any Goods supplied; or (b) (if earlier) 14 days after the day the Customer provides evidence that it has returned the Goods; or (c) if there were no Goods supplied, 14 days after the day on which cdm-electronics is informed about the Customer’s decision to cancel this Contract. 6.1.6 cdm-electronics will make the reimbursement using the same means of payment as the Customer used for the initial transaction unless the Customer has expressly agreed otherwise, and in any event, the Customer will not incur any fees as a result of the reimbursement.
6.1.7 The Customer shall send back the Goods to cdm-electronics without undue delay. cdm-electronics will complete Refunds or Exchanges on receipt of the returned goods.
6.2 Satisfaction guarantee - cdm-electronics offers 30-day return policy. To return a product under this policy the Customer should:
Return the product to one of cdm-electronics stores within 30 days or Follow the returns instructions on the delivery paperwork or Email cdm-electronics at email@example.com or Telephone Customer Service on 0330 400 9500 Write to cdm-electronics at the address in Condition 1.1. A Returns Number will be issued and this must be clearly identified on a returns label or the external packaging, and internal documentation when the Goods are returned, no markings should be made on the product or product packaging. All goods must be their original “as new” condition, are unused and in a resalable condition, including all packaging and accessories and a valid proof of purchase
cdm-electronics will not accept the return under the 30-day return policy of any Goods that have had a manufacturers or suppliers warranty or registration invoked. Software is excluded from the cdm-electronics Satisfaction Guarantee. cdm-electronics will deem such registration by the Customer as acceptance of the Goods. cdm-electronics must receive all returns within 30 days of the Returns Number being issued and any Goods received after that period will be dealt with on an individual basis. The Customer must take all reasonable care to ensure that all returned items be suitably packaged, and that the Goods are protected when being returned. The Customer must provide to cdm-electronics proof of despatch to cdm-electronics. In the event of Goods being returned without a previously allocated Return Number the processing of any claim by the Customer is likely to be delayed.
6.3 Unwanted goods will not be accepted back after the 30 day Satisfaction Guarantee has elapsed. Where authorised returns of unwanted Goods are received by cdm-electronics after the expiry of the 30-day Satisfaction Guarantee period but within a reasonable period of time cdm-electronics reserves the right to levy a handling charge of 20% of the invoice value, with a minimum charge of £10 will be levied on goods 'not wanted' or 'incorrectly ordered' or due to duplication resulting from a confirmation order not being endorsed to that effect. The Customer must bear all the costs of returning any unwanted Goods to cdm-electronics and provide proof of postage. cdm-electronics reserve the right to recover reasonable direct costs where collection of goods from a Customer has been requested. cdm-electronics reserves the right not to accept the return of unwanted, non-defective goods after the 30 day period at its absolute discretion.
6.4 Faulty goods - Any defects in the Goods which under proper use appear within a reasonable period after delivery and which are due to faulty materials, workmanship or design will be made good by cdm-electronics either by repair or replacement. Where we are unable to offer a repair or replacement we will issue a refund. Any claim for Goods or the defective parts should be returned together with proof of purchase and all complete accessories, instruction manuals and software and, wherever possible, in the original packaging. Any claim for defective Goods or parts must be made in writing (specifying the date of purchase and invoice number) within a reasonable period of time after delivery. cdm-electronics do not cover faults to goods caused by accident, neglect, misuse or normal wear and tear and we reserve the right to inspect the product and verify the fault. This includes an assessment for faulty drones. If we verify a manufacturers fault we will repair or replace (where we are unable to offer a repair of replacement we will issue a refund). If the fault is not a manufacturer’s fault we offer a chargeable repair service.
6.5 All warranties and conditions which are capable of being excluded by statute or otherwise are excluded from any contract provided that nothing in the contract shall affect the statutory rights of the Consumer or liability for death or personal injury caused by the negligence of cdm-electronics.
6.6 cdm-electronics Reserve the right to inspect at the National Distribution Centre in Manvers, any Goods returned prior to issuing a repair or replacement for those Goods.
6.7 Warranty seals applied to any Goods supplied by cdm-electronics must not be removed or broken and any product without the warranty seals intact will be deemed to have had any warranty invalidated and the Goods will be deemed to have been accepted by the Customer.
6.8 The warranty period as stated in 6.5 is from the date of purchase if goods are replaced within this warranty period, the warranty will continue from the original date of purchase unless specifically agreed otherwise by cdm-electronics in writing.
6.9 Conditions 6.1 to 6.7 inclusive do not affect a Consumer’s legal rights in connection with the purchase of the Goods. Further information about your consumer rights can be obtained from your local Trading Standards office or Citizens Advice Bureau.
6.9.1 Where the Customer purchases software from cdm-electronics which is downloaded using an activation key the Customer gives its express consent to cdm-electronics supplying such software immediately following completion of the Customer’s order. If the Customer begins the download of the software the Customer acknowledges that the Customer will lose its legal right to cancel the order as described in clauses 6.1.1 to 6.1.7 above
6.10 The responsibility for ensuring that Goods are sufficient and suitable for the Customer’s requirements rests with the Customer save insofar as cdm-electronics have specifically advised the Customer that the Goods are sufficient and suitable for the Customer’s purposes.
6.11 f you have requested we begin the performance of any service, such as installation of a product, within the 30 day cancellation period, we have the right to retain any charge paid for services which have already begun or been completed.
Please note that we may not provide you with a full refund if you have handled the goods beyond what is necessary to establish their nature, characteristics and functioning
7 INTELLECTUAL PROPERTY
7.1 Goods referred to in any cdm-electronics Catalogue, correspondence or invoice may be subject to a patent, trade mark, registered design, copyright, topography right or other right of a third party. cdm-electronics owns full copyright in respect of any Catalogue whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the prior written consent of cdm-electronics. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the Goods purchased is retained by cdm-electronics and will not pass to the Customer. Such software programs may only be used by the Customer and a revocable non-exclusive licence is hereby granted for the sole use of the Customer (so far as cdm-electronics are able to grant such licence) and any software must not be copied or altered or otherwise modified in any way.
7.2 Where any designs or specifications have been supplied by the Customer for manufacture of Goods by cdm-electronics the Customer warrants that the use of such designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Customer shall indemnify cdm-electronics against all costs claims and demands of whatsoever nature arising out of the use of such designs or specifications.
8 DATA PROTECTION
.1 By placing an order with cdm-electronics the Customer agrees to data relating to the transaction being retained and processed by cdm-electronics in accordance with the Data Protection Act or any statutory modification thereof. The data so retained will be used by cdm-electronics for the purpose of accounting and marketing and will not be disclosed to any third party without the previous consent in writing of the Customer.
9A LIABILITY IF YOU ARE A CONSUMER CUSTOMER
This clause [9A] only applies if you are a Consumer.
9A.2 cdm-electronics only supply the Goods to Consumers for domestic and private use. The Customer agrees not to use the Goods for any commercial, business or re-sale purposes, and cdm-electronics has no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9A.3 cdm-electronics does not in any way exclude or limit its liability for:
9A.3.1 death or personal injury caused by cdm-electronics’s negligence;
9A.3.2 fraud or fraudulent misrepresentation;
9A.3.3 any breach of the terms implied by section 17 of the Consumer Rights Act 2015 (title and quiet possession);
9A.3.4 any breach of the terms implied by section 9 to 17 of the Consumer Rights Act 2015 (description, satisfactory quality, match model, pre contract information, right to supply, installed correctly, digital content, fitness for purpose and samples);
9A.3.5 arising under Section 2(3) Consumer Protection Act 1987; or
9A.3.6 for any matter which it is not permitted by law to limit or exclude, or attempt to limit or exclude, cdm-electronics’s liability.
10 FORCE MAJEURE
10.1 cdm-electronics shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any obligations of cdm-electronics in relation to the Goods, provided that the delay or failure was due to any cause beyond reasonable control of cdm-electronics. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control of cdm-electronics: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of cdm-electronics or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
11 OWNERSHIP AND RISK
11.1 The risk of damage to or the loss of Goods supplied by cdm-electronics will pass to the Trade Customer when the goods are loaded on to the delivery vehicles at cdm-electronics premises. However the title of the goods will not pass to the Trade Customer until payment in full of all sums due from the Trade Customer to cdm-electronics has been made. Risk in the Goods will not transfer to the Consumer until the Goods are in the physical possession of the Consumer.
11.2 Delivery having been made, the property in the goods shall not pass from cdm-electronics until
(i) The Customer shall have paid the price plus VAT in full; and
(ii) No other sums whatever shall remain owing to cdm-electronics.
11.3 Until property in the goods passes to the Trade Customer. The Trade Customer shall hold the products and each of them on a fiduciary basis as bailee for cdm-electronics. The Trade Customer shall store the products (at no cost to cdm-electronics) separately from all other Products in its possession and marked in such a way that they are clearly identified as cdm-electronics property. Notwithstanding that the Products (or any part of them) remain the property of cdm-electronics, the Trade Customer may sell or use the Products in the ordinary course of the Trade Customer’s business at full market value for the account of cdm-electronics. Any such sale or dealing shall be a sale or use of cdm-electronics property by the Trade Customer on the Trade Customer’s own behalf and the Trade Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from cdm-electronics the entire proceeds of sale or otherwise of the Products shall be held in trust for cdm-electronics and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as cdm-electronics money. cdm-electronics shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from cdm-electronics.
11.4 Until such time as the property in the Goods passes from cdm-electronics, the Trade Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to cdm-electronics. If the Trade Customer fails to return Goods, cdm-electronics may enter any premises owned occupied or controlled by the Trade Customer where the Goods are situated and repossess the Goods. On the making of such repossession the rights of the Trade Customer shall cease.
11.5 The Trade Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of cdm-electronics. Without prejudice to the other rights of cdm-electronics, if the Trade Customer does so all sums whatever owing by the Trade Customer shall forthwith become due and payable.
11.6 The Trade Customer shall insure and keep insured the Goods to the full value against ‘all-risks’ to the reasonable satisfaction of cdm-electronics until the date that property in the Goods passes from cdm-electronics and shall, whenever requested by cdm-electronics, produce a copy of the policy of insurance and evidence of payment of premium. Without prejudice to the other rights of cdm-electronics, if the Trade Customer fails to pay any sums whatever owing by the Trade Customer on the due date, all sums due to cdm-electronics shall forthwith become due and payable.
13.1 All headings in these Terms and Conditions are for ease of reference only and shall not affect the construction of any contract between cdm-electronics and a Customer. Any provision of any contract with cdm-electronics which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of any Contract. No waiver or forbearance by cdm-electronics (whether expressed or implied) in enforcing any of its rights under any contract shall prejudice its right to do so in the future. For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed by cdm-electronics and the Customer that nothing in any contract shall confer on any third party any right to enforce or any benefit of any term of any contract that may be concluded by them.