CAD CAM TECH
(RSC Technology Ltd)
TERMS AND CONDITIONS
Incorporating General Terms of Sale & Service Agreement
Robotic Installations | Automation Systems | Consultancy
Company Registration No: 10908501 | Registered Office: 49A Lyth Hill Road, Bayston Hill, Shrewsbury, SY3 0EU
Website: cadcamtech.co.uk | Contact: oksana@cadcamtech.co.uk
These Terms and Conditions govern all use of our website, all orders for goods and services, and all service engagements with Cad Cam Tech (RSC Technology Ltd). They apply equally to online transactions initiated through cadcamtech.co.uk and to all service engagements entered into in writing or in person.
1. Definitions
In these Terms, the following capitalised terms have the meanings set out below. Where a term is not capitalised, it bears its ordinary English meaning.
“Agreement” means the entirety of this document, including all schedules and any accepted Quotation, which together constitute the contract between the parties.
“Business Day” means any day (Monday to Friday) on which banks in England are open for business, excluding English public holidays.
“Client” or “Customer” means the individual or business entity that has placed a Purchase Order with or entered into a service engagement with the Supplier.
“Commencement Date” means the date on which the Client issues a Purchase Order to the Supplier, which constitutes the Client’s acceptance of the Agreement.
“Confidential Information” means all technical, commercial, financial, operational, or other information disclosed by either party that is marked as confidential or would reasonably be regarded as confidential.
“Contract” means the legally binding arrangement formed between the Supplier and the Client upon the Client issuing a Purchase Order in response to a Quotation referencing these Terms.
“Deliverables” means any goods, systems, robotic installations, automation equipment, software, documentation, or other outputs produced by the Supplier under a Contract.
“Force Majeure Event” means any event beyond the reasonable control of the affected party, including acts of God, pandemics, war, government action, natural disasters, or strikes.
“Goods” means any physical products (including robotic systems, automation components, and associated equipment) supplied by the Supplier under a Contract.
“Intellectual Property” means all patents, trade marks, design rights, copyright, database rights, trade secrets, proprietary methodologies, and all other intellectual or industrial property rights.
“Order” or “Purchase Order” means the Client’s written or electronic request for Goods or Services, which when issued to the Supplier constitutes the Client’s acceptance of these Terms and formation of the Contract.
“Quotation” means the written price estimate issued by the Supplier, valid for 30 Business Days from the date of issue unless otherwise stated.
“Services” means the consultancy, installation, automation, and associated services described in the relevant Order.
“Supplier” means Cad Cam Tech, a trading name of RSC Technology Ltd (Company No. 10908501).
2. About Cad Cam Tech
2.1 Cad Cam Tech is a trading name of RSC Technology Ltd, a company registered in England and Wales (Company No. 10908501), with its registered office at 49A Lyth Hill Road, Bayston Hill, Shrewsbury, SY3 0EU.
2.2 These Terms apply to the supply of both Goods and Services, except where a specific clause expressly states otherwise.
2.3 The Supplier’s website (cadcamtech.co.uk) is provided free of charge for information purposes only. Separate terms apply to orders placed through the website.
2.4 These Terms apply between the Supplier and any person accessing the website or placing a Purchase Order. By doing so, the Client agrees to be bound by these Terms.
3. Website Use
3.1 The Supplier makes no warranty that the website is suitable for use outside the United Kingdom. Clients accessing it from outside the UK do so at their own risk.
3.2 The Client agrees not to: (a) introduce viruses, trojans, worms, logic bombs, or other malicious code to the website; or (b) attempt to gain unauthorised access to the website or any connected systems.
3.3 The Supplier may suspend or terminate website access if the Client breaches these Terms or any applicable law.
3.4 Any content on the website is for general information only and does not constitute technical, legal, or financial advice.
4. Formation of Contract
4.1 The Contract is formed, and the Client agrees to be bound by these Terms in their entirety, when the Client issues a Purchase Order to the Supplier. By issuing a Purchase Order, the Client:
(a) makes a formal offer to purchase the Goods or Services described in that Purchase Order;
(b) confirms that it has read, understood, and accepts these Terms (including all Service Agreement terms incorporated herein); and
(c) acknowledges that it is legally bound by these Terms from the moment the Purchase Order is issued, without the need for any further signature, countersignature, or written acceptance by the Supplier.
4.2 The Supplier’s acceptance of a Purchase Order — whether by express written confirmation, by commencing work, by procuring materials, or by any other act in reliance on the Purchase Order — constitutes completion of the Contract.
4.3 Any illustrations, drawings, photographs, or advertising materials issued by the Supplier are for reference only and do not form part of the Contract unless expressly agreed in writing by both parties.
4.4 These Terms apply to the exclusion of any other terms the Client may seek to impose or incorporate, whether through the Client’s own Purchase Order, purchase conditions, or otherwise. If the Client’s Purchase Order contains terms that conflict with these Terms, these Terms shall prevail in all respects.
4.5 A Quotation does not constitute a binding offer. It is valid for 30 Business Days from its date of issue. A Quotation may be withdrawn or revised before the Client issues a Purchase Order.
4.6 All conditions stated in these Terms apply equally to the supply of Goods and Services, except where a specific clause states otherwise.
5. Services
5.1 The Supplier agrees to provide the Services set out in the relevant Order, which may include:
(a) Consultancy and technical advice;
(b) Design and specification of automation systems;
(c) Supply and delivery of Goods;
(d) Installation of robotic and automation systems on the Client’s premises;
(e) Commissioning, testing, and handover;
(f) Training on the use of installed systems.
5.2 The scope of any additional services not described in the Order must be agreed between the parties in writing before those services are provided.
5.3 The Supplier shall have full control over the methods, timing, and manner of performing the Services, subject to complying with any reasonable requirements of the Client and applicable law.
5.4 The Supplier reserves the right to make minor modifications where required to comply with applicable laws, provided such changes do not materially affect the quality or performance of the Deliverables.
6. Supply of Goods
6.1 Goods are described in the specification agreed between the parties and set out in the relevant Order or Quotation.
6.2 Where the Client provides specifications that result in a third-party intellectual property claim against the Supplier, the Client shall indemnify the Supplier against all reasonable costs arising from that claim.
6.3 The Supplier is not responsible for manufacturing defects in goods resold from a third-party manufacturer. The benefit of any manufacturer’s warranty will be passed to the Client to the extent permissible. The Supplier will assist the Client in making any warranty claim against the manufacturer.
7. Delivery
7.1 The Supplier will deliver Goods to the location specified in the Order. Delivery is deemed complete when Goods are unloaded at the agreed delivery location.
7.2 Delivery dates and timescales are estimates only and are not guaranteed, unless expressly agreed in writing as a fixed delivery date. Time is not of the essence for delivery unless explicitly stated.
7.3 Risk in the Goods passes to the Client upon delivery in accordance with clause 7.1.
7.4 The Client must inspect Goods promptly upon receipt and report any visible defects in writing within 7 Business Days of delivery. Failure to do so may limit the Client’s ability to raise those defects as a claim.
7.5 Where a third-party carrier causes damage during transit, the Supplier will assist the Client in making a claim against the carrier. Liability for transit damage rests with the carrier, not the Supplier.
7.6 Client-caused delays may result in the Supplier charging reasonable storage costs for the period of delay.
8. Title and Risk
8.1 Title in the Goods does not pass to the Client until the Supplier has received payment in full for: (a) those Goods; and (b) all training provided in connection with those Goods.
8.2 Until title passes, the Client must: (a) hold the Goods as bailee and keep them identifiable as the Supplier’s property; (b) not remove identifying marks; (c) maintain and insure the Goods at full replacement value; and (d) notify the Supplier immediately of any insolvency proceedings.
8.3 If the Client fails to make payment when due, the Supplier may require the return of any unpaid Goods and may enter the Client’s premises (with reasonable notice, except in an emergency) to recover them.
9. Payment
9.1 All payments shall be made in pounds sterling (GBP) unless otherwise agreed in writing.
9.2 Prices for Goods and Services are as set out in the applicable Quotation. Pricing is bespoke to each Client and project.
9.3 The payment schedule for each project will be agreed in the Quotation. The exact structure will be agreed individually with each Client as it varies by project.
9.4 Once an invoice is received, the Client must pay within the timeframe stated on that invoice, or as agreed in the Quotation.
9.5 The Supplier reserves the right to increase the Quotation price where: (a) costs beyond its control increase after the Quotation was issued; (b) the Client requests changes; or (c) Client-caused delays increase costs. Any increase will be notified in writing before it takes effect.
9.6 All invoices must be paid in full, without set-off, deduction, or withholding, except where the Client has a valid legal right to do so.
10. Late Payment
10.1 If the Client fails to pay an invoice by the due date, the Supplier may:
(a) charge interest on the overdue amount at 5% per annum above the Bank of England base rate;
(b) suspend performance of the Services until all outstanding amounts are paid; and
(c) claim reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
10.2 The Supplier’s preference is to resolve payment disputes through good-faith discussion. Suspension of services for non-payment will be a last resort.
11. Customer Obligations
The Client shall:
11.1 ensure that all information provided in the Order is accurate and complete;
11.2 provide the Supplier with timely access to its premises, equipment, personnel, and information as reasonably required;
11.3 obtain, at its own cost, all necessary licences, permissions, and regulatory consents required for the installation and operation of any Goods or systems;
11.4 comply with all applicable laws and regulations, including health and safety legislation;
11.5 not engage any third party to provide services substantially similar to the Services during the term of the Agreement, without the prior written consent of the Supplier;
11.6 use the Goods only for their intended purpose and in accordance with any operating instructions or guidance provided; and
11.7 promptly report any faults, defects, or concerns about installed systems to the Supplier.
12. Intellectual Property
12.1 All Intellectual Property in the Supplier’s proprietary tools, methodologies, software, designs, and pre-existing materials remains vested in the Supplier at all times. No rights are transferred to the Client by virtue of purchasing Goods or Services.
12.2 Each party retains all Intellectual Property that existed before the Commencement Date (“Background IP”). Nothing in these Terms grants either party rights in the other party’s Background IP.
12.3 Any Deliverables created specifically and exclusively for the Client will transfer to the Client upon receipt of full payment for those Goods and all related training. Until full payment is received, all Intellectual Property rights remain with the Supplier.
12.4 The Supplier does not issue licences to third parties as part of its standard offering, and the Client shall not seek to register or claim ownership of any of the Supplier’s Intellectual Property.
12.5 The Supplier’s training materials, procedures, patents, and proprietary know-how are trade secrets. The Client and its employees may use information shared during training to operate installed systems, but must not disclose it to third parties or distribute it commercially.
13. Confidentiality
13.1 Each party undertakes to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law.
13.2 Confidentiality obligations apply during the term and continue indefinitely after termination. Trade secrets are protected without limit in time.
13.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known before disclosure; (c) is independently developed; or (d) is required to be disclosed by law or regulatory authority.
13.4 All communications between the parties regarding Confidential Information shall be conducted by email. The Supplier does not accept confidential communications by post or fax.
14. Data Protection
14.1 Both parties will comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
14.2 Where the Supplier processes personal data on behalf of the Client in connection with the Services, the parties will agree appropriate data processing terms if required by applicable law.
14.3 The Supplier’s Privacy Policy (available at cadcamtech.co.uk) sets out how personal data is collected, used, stored, and shared.
15. Independent Contractor Status
15.1 The Supplier is an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between the Supplier and the Client.
15.2 The Supplier is solely responsible for the tax and National Insurance liabilities of its own personnel, including any obligations arising under IR35. The Supplier will indemnify the Client against any such liabilities the Client is required to account for as a result of any mischaracterisation of the relationship.
16. Subcontracting
16.1 The Supplier may, at its absolute discretion, engage subcontractors to perform part or all of the Services under this Agreement. The Client will not engage or hire any third party to assist with the Services without the Supplier’s prior written consent.
16.2 Where the Supplier engages a subcontractor: (a) the Supplier remains responsible for the subcontractor’s performance and acts as principal for payment purposes — the Client’s payment obligation remains solely to the Supplier; (b) for the purposes of the indemnity provisions in these Terms, the subcontractor acts as an agent of the Supplier.
16.3 The Supplier will notify the Client verbally if a subcontractor is engaged and will take all reasonable steps to fulfil its obligations under the Agreement.
17. Quality and Warranties
17.1 The Supplier warrants that: (a) it has the right, authority, and capacity to enter into and perform this Agreement; (b) the Services will be performed with reasonable skill and care in accordance with the Supply of Goods and Services Act 1982; (c) the Supplier will comply with all applicable laws and regulations.
17.2 For Goods resold from third-party manufacturers, the Supplier’s warranty is limited to passing on the benefit of the manufacturer’s warranty to the extent permissible. The Supplier does not provide an additional warranty on resold Goods over and above what the manufacturer provides. The Supplier will assist the Client in making any manufacturer warranty claim.
17.3 The Supplier is not liable for defects or failures arising from: (a) the Client’s failure to follow operating, installation, or maintenance instructions; (b) the Client altering, modifying, or attempting to repair Goods without the Supplier’s prior consent; (c) fair wear and tear, wilful damage, or Client negligence; or (d) use of Goods for a purpose other than their intended design.
18. Limitation of Liability
18.1 Neither party excludes or limits its liability for: (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited under applicable law.
18.2 Subject to clause 18.1, the Supplier’s total aggregate liability under or in connection with any Contract shall not exceed the total fees paid by the Client to the Supplier under that Contract in the 12 months preceding the event giving rise to the claim.
18.3 Subject to clause 18.1, neither party shall be liable for: (a) any indirect, special, or consequential loss; (b) loss of profits, revenue, or anticipated savings; (c) loss of data or business information; (d) loss of goodwill or reputation.
18.4 Any losses within the scope of liability will be assessed on the basis of reasonable and proportionate compensation relative to the actual loss or damage caused.
19. Force Majeure
19.1 Neither party shall be liable for any failure or delay in performing its obligations where that failure or delay results from a Force Majeure Event.
19.2 The affected party shall give written notice as soon as reasonably practicable and shall take all reasonable steps to mitigate the effect and resume performance.
19.3 If the Force Majeure Event continues for more than [X] consecutive Business Days, either party may terminate the Agreement on written notice, with neither party liable for the consequences of that termination (subject to payment for work completed up to that date).
20. Termination
20.1 The Agreement takes effect on the Commencement Date and continues until the Services have been completed and all payments received, unless terminated earlier in accordance with these Terms.
20.2 Termination by the Client — before works commence: If the Client wishes to cancel after issuing a Purchase Order but before the Supplier has commenced work, the Client must notify the Supplier in writing. Any costs already incurred by the Supplier in connection with that project at the time of notification will be charged to the Client. No additional penalty will apply beyond those actual costs.
20.3 Termination by the Client — after works commence: Once the Supplier has begun procuring materials, engaging subcontractors, or performing work, termination by the Client will require the Client to indemnify the Supplier against all reasonable losses, including: (a) the cost of materials already purchased; (b) reasonable subcontractor or labour costs already incurred; (c) a reasonable contribution to the Supplier’s loss of profit. Installed Goods cannot be reclaimed or reused by the Supplier and will not be refunded.
20.4 Termination for material breach: If either party commits a material breach and (where capable of remedy) fails to remedy it within 14 Business Days of written notice, the non-defaulting party may terminate the Agreement immediately by written notice. The non-defaulting party may seek reasonable compensation for losses arising from the breach.
20.5 Termination for insolvency: Either party may terminate the Agreement immediately on written notice if the other party becomes insolvent, enters administration, makes a voluntary arrangement with creditors, or is wound up.
20.6 Termination by mutual agreement: The Agreement may be terminated at any time by written agreement of both parties.
20.7 Effect of termination: Upon termination: (a) all obligations of the Supplier cease, except those surviving by their nature (including Confidentiality, Intellectual Property, Limitation of Liability, and Dispute Resolution); (b) each party shall promptly return to the other all Confidential Information, documents, and property; (c) the Client shall pay all sums outstanding for work completed up to termination; (d) any installed Goods for which full payment has been received remain the property of the Client.
20.8 All termination notices must be given in writing by email to the other party’s nominated contact address.
21. Returns and Recovery of Installed Goods
21.1 Goods that have been installed on the Client’s premises cannot be returned, as they are bespoke in nature and cannot be reused once installed.
21.2 Where Goods have not yet been installed, a return may be agreed by written consent of both parties, subject to any applicable restocking or logistics costs.
22. Disputes and Complaints
22.1 The Supplier is committed to resolving all disputes fairly and efficiently. The Client is encouraged to raise any concerns directly by emailing oksana@cadcamtech.co.uk as soon as possible.
22.2 In the event of a dispute, both parties agree to engage in good faith negotiations for a period of 30 Business Days from the date of a written dispute notice served by the complaining party.
22.3 If the dispute cannot be resolved through negotiation, the parties agree to refer the matter to alternative dispute resolution (ADR) — such as mediation or arbitration — with a mutually agreed, independent third party, before commencing court proceedings.
22.4 Nothing in this clause prevents either party from seeking urgent interim relief from a court where necessary to protect its rights.
23. Intellectual Property — Website
23.1 All Intellectual Property in the cadcamtech.co.uk website and its content is owned by Cad Cam Tech (RSC Technology Ltd) or its licensors. All rights are reserved.
23.2 The Client may access the website for information purposes only. No content may be reproduced, redistributed, or used commercially without prior written permission.
23.3 Use of any trade marks on the website is strictly prohibited without the Supplier’s prior written permission.
24. Hyperlinks and Third-Party Sites
24.1 The website may contain links to third-party websites for convenience only. The Supplier accepts no responsibility for third-party content. Accessing a linked site is at the Client’s own risk.
25. Liability — Website
25.1 The Supplier is not liable for any loss or damage arising from: (a) reliance on inaccurate or incomplete website content; (b) interruptions to website availability; (c) viruses introduced via third-party links; or (d) any loss that was not foreseeable.
25.2 Nothing in this clause excludes the Supplier’s liability for death or personal injury caused by its negligence or any other non-excludable liability.
26. Governing Law and Jurisdiction
26.1 These Terms, and any Contract formed under them, are governed by the laws of England and Wales.
26.2 Any dispute that cannot be resolved through the ADR process in clause 22 shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
27. General
27.1 Entire Agreement. These Terms (together with the relevant Quotation) constitute the entire agreement between the parties and supersede all prior negotiations. A Client’s Purchase Order issued in response to a Quotation referencing these Terms incorporates these Terms in full.
27.2 Variation. No variation of these Terms is valid unless agreed in writing by both parties. The Supplier may update these Terms from time to time; updated versions will be published on the website.
27.3 Severability. If any provision is found invalid or unenforceable, it shall be severed and the remainder shall continue in full force.
27.4 Waiver. Failure to exercise any right does not constitute a waiver of that right.
27.5 Third-Party Rights. No person other than the parties has any right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.
27.6 Notices. All notices must be given in writing and sent by email. The Supplier’s contact email is oksana@cadcamtech.co.uk. Notices by post or fax are not accepted.
27.7 Quotations — Validity. All Quotations are valid for 30 Business Days. A Purchase Order issued after the 30-day period must be preceded by a re-validated Quotation confirmed in writing by a director of RSC Technology Ltd.
27.8 Independent Contractor. Nothing in these Terms creates an employment relationship, partnership, or joint venture.
27.9 Acceptance by Purchase Order. These Terms are incorporated into every Contract. No signature is required from the Client. By issuing a Purchase Order in response to a Quotation from Cad Cam Tech (RSC Technology Ltd), the Client confirms it has read these Terms and agrees to be legally bound by them in full.
ACCEPTANCE BY PURCHASE ORDER
These Terms and Conditions are incorporated into every Contract with Cad Cam Tech (RSC Technology Ltd). No signature is required. The Client’s issuance of a Purchase Order constitutes full and unconditional acceptance of these Terms.
Every Quotation issued by Cad Cam Tech references these Terms. By issuing a Purchase Order in response to a Quotation, the Client confirms it has had the opportunity to review these Terms and agrees to be legally bound by them.
Cad Cam Tech (RSC Technology Ltd) | 49A Lyth Hill Road, Bayston Hill, Shrewsbury, SY3 0EU | oksana@cadcamtech.co.uk