B2B Terms

CO2 YOU Limited

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

The Customer’s attention is drawn to the provisions of Condition 11 below which includes limitations on and exclusions of CO2 YOU’s liability.

Definitions and interpretation

These Conditions use the following defined terms:

Business Day: a day (other than a Saturday, a Sunday or a bank or public holiday in England and Wales) on which banks in London are open for business.
CO2 YOU: CO2 YOU Limited, a company registered in England and Wales (company number 13008341) whose registered office is at 124 City Road, London, EC1V 2NX.
CO2 YOU Materials: any documents or other materials, and any data or other information provided by CO2 YOU relating to the Goods and/or Services.
Commencement Date: has the meaning given in Condition 2.7.
Conditions: the standard terms and conditions of sale as set out in this document and as amended from time to time in accordance with Condition 2.4.
Contract: together the Order, CO2 YOU’s acceptance of the Order and these Conditions.
Customer: the person(s), firm or company which places the Order for the Goods and/or Services with CO2 YOU.
Delivery Location: has the meaning given in Condition 4.1.
Goods: means any goods agreed in the Contract to be supplied to the Customer by CO2 YOU (including any part or parts of them) including, but not limited to, gas cylinders filled with carbon dioxide gas.
Intellectual Property Rights: any and all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Losses: losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and wasted expenditure), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis).
Order: the Customer’s order for the Goods and/or Services, submitted to CO2 YOU by the Customer in any form (including by email or orally).
Order Description: any description or specification for the Goods and/or Services, including an related plans or drawings, that is supplied by CO2 YOU to the Customer or agreed in writing by CO2 YOU.
Price: has the meaning given to it in Condition 9.1.
Services: any services agreed in the Contract to be purchased by the Customer from CO2 YOU (including any part or parts of them).
Warranty Period: has the meaning given to it in Condition 6.1.

In these Conditions (except where the context otherwise requires):

the singular includes the plural and vice versa and one gender includes any others;
reference to “a person” includes any natural person, company, corporation or other body corporate, firm, partnership, foundation, association, organisation, trust, government, state or agency of a state, undertaking or unincorporated body (in each case whether or not having separate legal personality and wherever and however incorporated or established);
references to legislation are to that legislation as amended, extended or re-enacted from time to time;
a reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
any words or phrases introduced by the terms including, include, in particular or any similar terms shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written excludes fax but not email.

Headings are for convenience only and shall not affect the interpretation of these Conditions.
The Contract shall be binding upon, and continue for the benefit of, the parties and their respective personal representatives, successors and permitted assignees, and references to any party shall include that party’s personal representatives, successors and permitted assignees.

Application of these Conditions

These Conditions are the only conditions upon which CO2 YOU is prepared to deal with the Customer and they shall govern the Contract to the entire exclusion of all other terms and conditions.
No terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Order, confirmation of order or other document (whether or not any such document is referred to in the Contract) or any other terms that the Customer seeks to impose or incorporate will form part of the Contract and the Customer waives any right which it otherwise might have to rely on them.
All conditions (other than these Conditions), warranties and other statements whatsoever that would otherwise be implied or imposed by statute, common law, trade custom or practice, a course of dealing or otherwise howsoever are (save for the conditions implied by section 12 of the Sale of Goods Act 1979) excluded from the Contract to the fullest extent permitted by law and the Customer waives any right which it otherwise might have to rely on them.
These Conditions apply to all CO2 YOU’s sales of Goods and/or Services and any variation to these Conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of CO2 YOU.
Each Order shall be deemed to be an offer by the Customer to purchase Goods and/or Services subject to these Conditions.
The Customer shall ensure that the terms of the Order and any applicable Order Description are complete and accurate, however they are communicated.
CO2 YOU shall not be obliged to accept any Order. No Order shall be deemed to be accepted by CO2 YOU until CO2 YOU gives written notice of acceptance of the Order or (if earlier) CO2 YOU delivers the Goods and/or performs the Services to the Customer, at which point and on which date the Contract shall come into existence (Commencement Date).
CO2 YOU quotations shall not constitute an offer and are given on the basis that no contract will come into existence until the Customer places an Order and CO2 YOU accepts that Order in accordance with Condition 2.7. Each quotation is valid for a period of thirty (30) days from its date of issue, during which period the Customer may place an Order based on that quotation, provided that CO2 YOU has not previously withdrawn it. Quotations may be withdrawn by CO2 YOU at any time.
Once accepted, the Customer is not entitled to cancel any Order. If the Customer wishes to cancel an Order, it may do so with the written consent of CO2 YOU, which may, at its absolute and entire discretion, accept or reject any request to cancel. Any such cancellation or return shall be on such terms, and with such handling charge, as CO2 YOU shall specify at the time of cancellation and on terms that the Customer shall indemnify and keep indemnified CO2 YOU in full and hold it harmless on demand from and against any and all Losses suffered or incurred by CO2 YOU or for which CO2 YOU may become liable arising out of or in connection with the cancellation.
The Customer acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of CO2 YOU (whether innocently or negligently) which is not expressly set out in the Contract. The Customer shall not have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in the Contract.
Any typographical, clerical or other errors (including omissions) in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by CO2 YOU shall be subject to correction, without any liability on the part of CO2 YOU.

Quantity and description

The description of the Goods and/or Services shall be as set out in the Order, as modified by any Order Description. The quantity of the Goods shall be as set out in the Order, as modified by any Order Description.
CO2 YOU may amend:

any Order Description if required by, or in order to comply with, any applicable statute or regulation, following which the applicable Order Description shall be that as so amended; and
the reference number for any Order at any time.

All samples, drawings, descriptive matter and advertising produced by CO2 YOU and any descriptions or illustrations contained in CO2 YOU's catalogues or brochures are produced solely to describe the Goods and/or Services approximately and do not form part of the Contract.
Each Order shall be considered a separate order and CO2 YOU is unable to guarantee that further orders for the same Goods and/or Services will be available or will match those supplied under any previous orders.

Delivery of Goods

The Goods shall be delivered to such location as specified in the Order, or such other location as the parties may agree (Delivery Location) at any time after CO2 YOU gives the Customer notice that the Goods are ready for delivery.
Delivery by CO2 YOU in accordance with Condition 4.1 is subject to there being suitable access to the Delivery Location and:

if any access to or at the Delivery Location is obstructed or deemed by CO2 YOU to be unsafe, delivery will be made to the nearest point at which, in CO2 YOU’s opinion, the Goods can be safely and lawfully unloaded;
CO2 YOU may charge the Customer an additional fee if the Customer fails or delays in taking delivery of the Goods when made available for delivery;
where any Goods, packaging or containers have been delivered and deposited, whether on the public highway or elsewhere, the Customer shall be responsible for all steps that need to be taken for the protection of persons or property in relation to such Goods, packaging or containers; and
the Customer shall indemnify and keep indemnified CO2 YOU in full and hold it harmless on demand from and against any and all Losses suffered or incurred by CO2 YOU or for which CO2 YOU may become liable arising out of or in connection with any claim made against CO2 YOU as a result of the Customer failing to comply with this Condition 4.2.

Where CO2 YOU has previously supplied any cylinders or other goods to the Customer which have been depleted or emptied (“Return Goods”):

CO2 YOU requires the Customer to return (at CO2 YOU’s expense) such Return Goods as a further condition of delivery of the Goods;
unless otherwise agreed by CO2 YOU and the Customer, the Customer shall make such Return Goods available for collection at the Delivery Location at the time of delivery;
the Customer acknowledges and agrees that CO2 YOU may withhold delivery of the Goods until the Return Goods are made available for collection;
if the Customer fails to return (or procure the return of) the Return Goods or the Return Goods are lost or damaged for any reason (in CO2 YOU’s reasonable opinion), CO2 YOU may charge the Customer additional charges and the Customer shall indemnify and keep indemnified CO2 YOU in full and hold it harmless on demand from and against any and all Losses suffered or incurred by CO2 YOU or for which CO2 YOU may become liable arising out of or in connection with the Customer’s failure to return (or procure the return of) the Return Goods or the Goods (on termination, pursuant to Condition 14.5.2) or protect the Return Goods or the Goods (as applicable) from loss or damage.

Delivery of the Goods shall be complete (or deemed complete) when the Goods have arrived at the Delivery Location, subject to:

Condition 4.2.1 above (obstructed or unsafe access);
Condition 4.7 below (failure to accept delivery); and
a further condition that if the Customer wishes the carrier to deliver the Goods to a sublocation at the Delivery Location, the Customer acknowledges and agrees that it is the Customer’s sole responsibility to inform the carrier where to unload or leave the Goods at or around the Delivery Location and to ensure that the carrier does so, and CO2 YOU shall not be liable for any Losses the Customer may suffer as a result of any failure to do so.

Any dates and times specified by CO2 YOU for delivery of the Goods are intended to be an estimate only and CO2 YOU shall not be liable to the Customer if it does not deliver on or at any particular date or time. Time for delivery is not of the essence and shall not be made so by notice. If no delivery dates are specified, delivery will be within a reasonable time.
CO2 YOU shall not be liable for any delay in delivery of the Goods caused by the Customer failing to comply with Condition 4.2 or any other Condition and any dates and times specified by CO2 YOU for delivery of the Goods shall be extended by a period of time equivalent to the period of delay caused by the Customer. Where a delay in delivery is caused by a Force Majeure Event, Condition 15.1 shall apply.
If for any reason the Customer fails to accept delivery of any of the Goods within the period of seven (7) days after CO2 YOU has given the Customer notice that they are ready for delivery (or if CO2 YOU is unable to deliver the Goods within that period because the Customer has not complied with Condition 4.2 or any other Condition):

completion of delivery of the Goods will be deemed to have taken place at 9.00am on the next Business Day following the expiry of that period;
the Goods shall be at the risk of the Customer from the time specified in Condition 4.7.1;
without prejudice to any other rights or remedies it may have, including its rights under Condition 4.7.4, CO2 YOU may store the Goods until actual delivery and the Customer will be liable for all related costs and expenses (including for storage and insurance); and
without prejudice to any other rights or remedies it may have, if the Customer has not accepted delivery of those Goods within seven (7) days from the time specified in Condition 4.7.1, CO2 YOU may resell or otherwise dispose of part or all of those Goods.

Any delivery queries shall be made as soon as possible and, in any event, within seven (7) days of the date when the Goods would in the ordinary course of events have been delivered. In the absence of any such queries, the Goods shall be deemed to have been delivered in accordance with the Contract. CO2 YOU is not obliged to provide proof of delivery after expiry of this period.
CO2 YOU may deliver the Goods by instalments and each instalment shall be treated as a separate Contract, and may be invoiced separately, so that failure to deliver, or any defect in, one or more instalments shall not entitle the Customer to reject the other instalments.
The Customer shall not resell the Goods unless:

the Customer has title to the Goods subject to and in accordance with these Conditions (in particular, Condition 5 (Risk and ownership) below); and
the Goods are resold in the packaging in which the Goods were delivered to the Customer and shall not alter or damage that packaging in any way whatsoever,

except where CO2 YOU agrees otherwise in writing in advance.

The Customer shall indemnify and keep indemnified CO2 YOU in full and hold it harmless on demand from and against any and all Losses suffered or incurred by CO2 YOU or for which CO2 YOU may become liable arising out of or in connection with any claim made against CO2 YOU as a result of the Customer failing to comply with Condition 4.10.

Risk and ownership

The Goods shall be at the risk of the Customer from completion of delivery.
The Goods shall at all times remain the property of CO2 YOU and the Customer shall not have or accrue right, title, or interest in or to the Goods (except the right to possession and use of the Goods subject to these Conditions) unless CO2 YOU specifically agrees otherwise in writing.
Subject to Condition 5.2 above, ownership of the Goods may only pass to the Customer where CO2 YOU has specifically agreed that it will and (if so) ownership of the Goods shall only pass to the Customer on the later of:

delivery of the Goods; and
CO2 YOU’s receipt in full (in cash or cleared funds) in respect of all sums due for the Goods.

From completion of delivery (and unless title to the Goods passes to the Customer subject to and in accordance with these Conditions), the Customer must:

hold the Goods as CO2 YOU’s bailee on a fiduciary basis;
not destroy, deface, remove or obscure any identifying mark or packaging on or relating to the Goods and store the Goods (at no cost to CO2 YOU) separately from all other goods of or in the possession of the Customer in such a way that they remain readily identifiable as the property of CO2 YOU;
maintain the Goods in satisfactory condition and in accordance with any instructions from CO2 YOU;
keep the Goods insured on CO2 YOU’s behalf for the full Price against all risks to the reasonable satisfaction of CO2 YOU and on request produce to CO2 YOU the policy of insurance;
hold the proceeds of the insurance referred to in Condition 5.4.4 on trust for CO2 YOU and not mix them with any other money, nor pay the proceeds into an overdrawn bank account[;
inform CO2 YOU immediately if there occurs, or if the Customer knows there is about to occur, any of the events referred to in Condition 14.4; and
give CO2 YOU such information relating to the Goods and the Customer’s financial position as CO2 YOU may from time to time require.

The Customer may use the Goods in its ordinary course of business (but not otherwise) and if title to the Goods has passed to the Customer subject to and in accordance with these Conditions, resell the Goods before ownership has passed to it. Any resale of the Goods shall be made solely on the following conditions:

any sale shall be a bona fide transaction on arm’s length terms;
any sale shall be a sale of CO2 YOU’s property on the Customer’s own behalf and the Customer shall deal as principal (and not as CO2 YOU’s agent) when making a sale;
title to the Goods which are subject to any sale shall pass to the Customer immediately before the time at which sale by the Customer occurs; and
CO2 YOU may by notice in writing at any time terminate the Customer’s rights under this Condition 5.5.

The Customer grants CO2 YOU and its agents an irrevocable licence at any time, without notice, to enter any premises (with and without vehicles) where the Goods are or may be stored in order to inspect them and to monitor compliance with Condition 5.4.
If, before ownership of the Goods has passed to the Customer in accordance with Condition 5.2:

there occurs any of the events referred to in Condition 14.4; or
CO2 YOU reasonably believes that any of the events referred to in Condition 15.4 is about to occur; or
the Customer fails to observe or perform any of its obligations under the Contract or any other contract between the Customer and CO2 YOU; or
the Customer encumbers or in any way charges any of the Goods,

CO2 YOU may, subject to Condition 5.8 and without limiting any other rights or remedies it may have either require the Customer to promptly to deliver up the Goods or CO2 YOU may, without notice, enter any premises (with or without vehicles) where the Goods are or may be stored for the purpose of recovering the Goods and for that purpose the Customer grants CO2 YOU and its agents an irrevocable licence at any time to enter any such premises.

CO2 YOU shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed to the Customer from CO2 YOU.

Quality of Goods

Subject to the other provisions of these Conditions, CO2 YOU warrants that upon delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods will:

be free from material defects in design, materials and workmanship; and
conform in all material respects with their description in any applicable Order Description.

CO2 YOU shall not be liable for a breach of warranty under Condition 6.1 unless the Customer gives written notice of the breach to CO2 YOU within five (5) Business Days of identifying such non-compliance, providing sufficient detail for CO2 YOU to assess the defect.
CO2 YOU shall not be liable for a breach of warranty under Condition 6.1:

if the Customer makes any further use of such Goods after giving notice under Condition 6.2;
if the defect arises because the Customer failed to follow any instructions (written or otherwise) as to the storage, installation, commissioning, use or maintenance of such Goods or, if none were given, failed to comply with good trade practice;
if the Customer alters or repairs the Goods without the prior written consent of CO2 YOU;
if the defect arises from CO2 YOU following any design, drawing, diagram, specification or other technical instruction provided by the Customer;
if the defect arises through any act, omission, wilful damage or negligence (other than by or on behalf of CO2 YOU);
in respect of fair wear and tear; or
the Goods differ from the Order Description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

Subject to Conditions 6.2 and 6.3, if any of the Goods do not conform with any of the warranties in Condition 6.1, CO2 YOU shall, at its option:

repair or replace the defective Goods (or the defective part); or
refund the Price (or a pro-rated amount of the Price if not all the Goods are defective) provided that, if CO2 YOU so requests, the Customer shall, at CO2 YOU's expense, return the defective Goods (or the defective part) to CO2 YOU.

This Condition 6.4 is the Customer’s sole and exclusive remedy for any failure of the Goods to conform to the warranties set out in Condition 6.1 above and CO2 YOU shall not be liable to the Customer in any other way (including for any Losses) for such non-conformance.

This Condition 6 shall apply in respect of any repaired or replacement Goods for any unexpired part of the Warranty Period.
CO2 YOU’s entire liability for defective Goods is set out in this Condition 6 and provided CO2 YOU complies with Condition 6.4 it shall have no further liability for a breach of any of the warranties in Condition 6.1 and/or for defective Goods.

Supply of Services

CO2 YOU shall supply the Services to the Customer in accordance with the Order Description in all material respects.
CO2 YOU shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order or the Order Description, but any dates shall be estimates only and time shall not be of the essence for the performance of the Services.
CO2 YOU reserves the right to amend the Order Description if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature of the quality of the Services, and CO2 YOU shall notify the Customer in any such event.
CO2 YOU warrants to the Customer that the Services will be provided using reasonable care and skill.

Affiliate marketing

To the extent that the Customer is to become a member of CO2 YOU’s affiliate network (as confirmed in the Order and/or Order Description), the provisions of Schedule 1 shall apply to the Contract.

Price

Unless otherwise agreed by CO2 YOU in writing, and subject to Condition 9.2, the price for the Goods and/or Services (Price) shall be the price set out in the Order or, if no price is set out in the Order, the prices as otherwise agreed upon in writing between CO2 YOU and the Customer.
CO2 YOU may, by notice to the Customer before completion of delivery, increase the Price to reflect any increase in the cost to CO2 YOU in connection with the Goods and/or Services, including (but not limited to) those due to:

any request by the Customer to change the delivery date, quantity, Order Description or type of Goods and/or Services ordered;
any delay arising from the inaccuracy or inadequacy of, or failure to provide, requisite instructions or information reasonably required from the Customer by CO2 YOU to perform its obligations under the Contract.

The Price is stated exclusive of value added tax (“VAT”), which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a valid VAT invoice.
CO2 YOU reserves the right to charge the Customer for any additional work undertaken over and above that which would have been otherwise required (including any expenses or financial penalties incurred by CO2 YOU) as a result of any instructions supplied by the Customer being incomplete, incorrect, inaccurate, illegible, out of sequence, in the wrong form or provided to CO2 YOU too late to meet a deadline.

Payment

Unless otherwise specified in the Order, CO2 YOU may invoice the Customer for the Goods on or at any time following acceptance of each Order. The Customer shall pay each invoice for Goods raised in accordance with this clause 10.1 in full immediately on receipt of the invoice, unless CO2 YOU agrees otherwise in writing.
Any invoice raised by CO2 YOU which is not for the purchase of Goods, or which CO2 YOU otherwise specifies in writing, shall be payable by the Customer in full immediately on receipt of the invoice, unless CO2 YOU agrees otherwise in writing. The Customer shall make all payments in pounds sterling. Time for payment shall be of the essence. No payment shall be deemed to have been received until CO2 YOU has received cash or cleared funds to a bank account nominated in writing by CO2 YOU.
All amounts payable to CO2 YOU under the Contract shall become due immediately upon termination of the Contract despite any other provision and whether or not an invoice has been raised.
The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement, withholding or otherwise unless required by law. Without prejudice to any other right or remedy, CO2 YOU reserves the right to set off any amount owing at any time from the Customer to CO2 YOU against any amount payable by CO2 YOU to the Customer.
Any queries or disputes from the Customer regarding any invoice must be received as soon as possible and within two (2) days from the date of invoice in any event.
If the Customer fails to pay in full any undisputed invoice from CO2 YOU by the due date for payment, then without prejudice to any other right or remedy CO2 YOU may have:

all invoices issued by CO2 YOU pursuant to the relevant Contract and any other sums due for goods and/or services under any other contract which may exist between the parties shall immediately fall due for payment;
CO2 YOU shall be entitled to:

cancel or suspend any further deliveries to the Customer under any Order;
claim interest on the late payment of any amount properly due from the Customer to CO2 YOU accruing on a daily basis from the due date for payment until payment is made in full, both before and after any judgment, at a rate equal to four(4)% per annum above the Bank of England’s base rate from time to time;
charge the Customer for any fees and expenses reasonably incurred by CO2 YOU (either directly or indirectly or by a third party) in securing payment of any unpaid amount;
appropriate any payment made by the Customer to such invoices as CO2 YOU may think fit;
by notice to the Customer unilaterally vary payment terms for future Contracts.

Limitation of liability

The following provisions of this Condition 11 set out the entire financial liability of CO2 YOU (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer under, in respect of or in connection with the Contract and its subject matter for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation or otherwise.
Nothing in these Conditions shall limit or exclude the liability or remedy of either party:

for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
for fraud or fraudulent misrepresentation;
for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979;
arising in respect of a defective product by virtue of the Consumer Protection Act 1987; or
for any act, omission or matter to the extent liability may not be legally excluded or limited.

Subject to Condition 11.2:

CO2 YOU’s total liability to the Customer in respect of or in connection with the Contract and its subject matter shall in no circumstances exceed an amount equal to 100% of the total amount actually paid by the Customer to CO2 YOU of the Price; and
CO2 YOU shall not have any liability to the Customer for any:

loss of profit, income or revenue;
loss of business, agreements or contracts or opportunities;
depletion of, or damage to, goodwill or reputation;
loss of savings or anticipated savings;
wasted expenditure;
loss of use or corruption of software, data or information; or
any special, indirect or consequential loss or damage.

Subject to Condition 11.2, CO2 YOU shall have no liability under these Conditions or otherwise if the Goods and/or Services have not been paid for by the due date for payment in accordance with Condition 10.
Any claim(s) by the Customer in respect of any Goods and/or Services shall not entitle the Customer to withhold or delay payment in respect of any other goods or services in respect of which no such claim has been made, whether or not those goods or services form part of an instalment.

Non-delivery of Goods

The quantity of any consignment of Goods as recorded by or on behalf of CO2 YOU upon despatch from CO2 YOU or upon delivery (as the case may be) shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
CO2 YOU shall not be liable for any non-delivery or shortfall of the Goods in connection with Condition 4.2 not being met and otherwise in connection with the Customer (or any person acting on its behalf) failing to comply with, or failing to procure compliance with, any other Condition.
CO2 YOU shall not be liable for any non-delivery or shortfall in quantity of Goods delivered unless the Customer gives written notice to CO2 YOU of such shortfall within two (2) Business Days of delivery.
Any liability of CO2 YOU for non-delivery or any shortfall of the Goods shall be limited to making good the non-delivery or shortfall within a reasonable time, or (at CO2 YOU’s option) issuing a credit note or refund at the pro rata contract rate against any invoice raised for, any Goods that were not delivered.

Intellectual property rights

All rights, including any copyright or other Intellectual Property Rights, in and to the Goods and any CO2 YOU Materials shall, unless otherwise agreed in writing between the Customer and CO2 YOU, belong to CO2 YOU, subject only to a non-exclusive, royalty-free licence in favour of the Customer to use CO2 YOU Materials for the purposes of receiving the Goods and/or Services.

Suspension and termination

If there occurs any of the events referred to in Conditions 14.2 or 14.3, or CO2 YOU reasonably believes that any of the events referred to in Condition 14.3 is about to occur, CO2 YOU may give notice to the Customer, following which, without limiting any other rights or remedies it may have:

it may, without incurring any liability to the Customer, cancel or suspend any further deliveries under the Contract or under any other contract with the Customer;
all outstanding amounts in respect of Goods and/or Services which have been delivered (or deemed to be delivered) shall become immediately due; and
it may, without incurring any liability to the Customer, by notice to the Customer, terminate the Contract.

CO2 YOU may exercise its rights under Condition 14.1 if:

the Customer fails to pay any amount due under the Contract, including any accrued interest, in full and cleared funds, on the due date for payment and the Customer fails to pay such amount within seven (7) days after being notified in writing to make such payment; or
the Customer commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of the Customer being notified in writing to do so.

For the purposes of Condition 14.2.2, a breach shall be considered capable of remedy if the Customer can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).
For the purposes of Conditions 5.4.6, 5.7.1, 5.7.2 and 14.1, the relevant events are:

the Customer is in the reasonable belief of CO2 YOU, or is deemed to be, insolvent or unable or (being an individual) is deemed to have no reasonable prospect of being able (or admits its inability) to pay its debts as they fall due or stops or suspends payment of any of its debts (or (being a partnership) has any partner to whom any of the foregoing apply;
the Customer agrees or starts or continues negotiations with one or more of its creditors in order to reschedule any of its obligations to pay or repay money; because of actual or anticipated financial difficulties including, but not limited to, giving notice of a meeting of creditors for the purpose of considering a proposal for a company voluntary arrangement or (being an individual) an individual voluntary arrangement;
a moratorium is declared, or in any event comes into existence, over any of the Customer’s obligations to pay or repay money;
any petition is presented, application made, resolution proposed, notice of meeting given or other action, proceedings, procedure or step taken whether by the Customer or any third party for, or which may lead to the suspension of payments, winding up, dissolution, administration, receiverships (whether administrative or otherwise) or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Customer; the appointment of a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee supervisor, compulsory manager or other similar officer in respect of the Customer or any of its assets; or (where the Customer is an individual) bankruptcy, an individual voluntary arrangement or debt relief order;
any event similar to any of those set out in Conditions 14.4.1 to 14.4.4 occurs in relation to the Customer (including in any jurisdiction to which it is subject);
the Customer suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business;
the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical) is incapable of managing his own affairs or becomes a patient under any mental health legislation; or
the financial position of the Customer deteriorates to such an extent that in the reasonable opinion of CO2 YOU the capability of the Customer adequately to fulfil its obligations under the Contract has been placed in jeopardy.

On termination of the Contract or any part of it for any reason:

the Customer shall immediately pay to CO2 YOU all outstanding invoices and in respect of any other sums payable by the Customer but for which no invoice has been submitted, CO2 YOU may submit an invoice which shall be payable immediately upon receipt;
the Customer shall return (or procure the return of) the Goods or Return Goods (as applicable) in accordance with terms equivalent to those set out in Condition 4.3 (Return Goods) and the Customer shall promptly pay any amounts which it is required to pay pursuant to Condition 4.3.4 in relation to Goods and/or Return Goods (as applicable);
each party shall return, delete or destroy all confidential information and all other information which has been provided to it by the other party belonging to that party in whatever medium, in accordance with the instructions of that party; and
the Customer shall immediately return (or procure the return) to CO2 YOU all CO2 YOU Materials. If the Customer fails to do so CO2 YOU may (without limiting any other rights and remedies it may have) enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose.

Termination of the Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of either party existing at termination.
Any Conditions which expressly or by implication are intended to come into or remain in force on or after the termination of the Contract shall remain in full force and effect notwithstanding termination.

Force majeure

If CO2 YOU is hindered, delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control (including war or other armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, national or international emergency or calamity, strikes, lock-outs or other industrial disputes (whether involving its own workforce or any third party’s), failure of energy supply, national or local failure, disruption or shortage of carbon dioxide supply, disruption to transport or shipping, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of buildings or other structures, fires, floods, storms, earthquakes, natural disasters, extreme adverse weather conditions, acts of God, loss at sea, epidemics or similar events and default of suppliers or sub-contractors caused by any such event), CO2 YOU shall not be liable for any delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable CO2 YOU, using reasonable endeavours, to perform that obligation.
If the performance of any of CO2 YOU’s obligations under the Contract is hindered, delayed or prevented as described in Condition 15.1 for a continuous period of one (1) month, CO2 YOU may, without liability to the Customer, terminate the Contract with immediate effect by giving notice to the Customer.

Notices

Any notice or similar communication (Notices and each a Notice) given or made under or in connection with the matters contemplated by the Contract shall be in writing, in English, and shall be delivered personally, or sent by email or pre-paid first class post or another next working day delivery service providing proof of postage (or pre-paid registered air mail providing proof of postage if posted to or from a place outside the United Kingdom) to the recipient party at its address set out in Condition 16.2 or such other address as that party may specify by serving not less than 10 Business Days’ Notice to the other party.
The details for service of Notices for each of the parties are:

CO2 YOU: Personal service and postal address:

The Director(s)

124 City Road, London, England, EC1V 2NX

Email: b2b@co2you.com

Customer: Personal service and postal address:

The Customer’s address on the Order (or if no address is set out in the Order, the Customer’s registered office or usual business address from time to time)

Email: any email address which the Customer has used for the purpose of correspondence with CO2 YOU in connection with the Contract

Notices shall be deemed to have been received:

if delivered personally, at the time of delivery to the address;
if sent by first class post or another next working day delivery service providing proof of postage, at 9.00am on the second Business Day after the date of posting;
if sent by pre-paid registered airmail, at 9.00am on the fifth Business Day after posting; and
if sent by if sent by email, at the time of transmission (provided the sender has not received an automatic delivery failure message).

If in accordance with the above provisions, any Notice would otherwise be deemed to be given or made before 9.00am on a Business Day such notice shall be deemed to be given or made at 9.00am and if deemed to be given or made after 5.00pm on a Business Day or any time on a day that is not a Business Day such communication shall be deemed to be given at 9.00am on the next Business Day.
This Condition 16 does not apply to the service of any proceedings or other documents in any legal action or any arbitration or other method of dispute resolution.

Confidentiality

Each party shall keep in strict confidence, and use only for the purpose of performing the Contract, all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to a party by the other or its agents, employees or sub-contractors and any other confidential information concerning the other's business, assets, affairs, customers, clients, suppliers or products which a party may obtain.
Each party shall restrict disclosure of information of the nature described in Condition 17.1 to such of its employees, agents or sub-contractors as need to know the same for the purpose of performing the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality and restrictions of use as bind that party.

General

CO2 YOU and the Customer shall comply with applicable data protection legislation in relation to the Contract and the supply (and receipt) of the Goods or Services. For further information on how CO2 YOU processes personal data, please refer to our privacy policy on the CO2 YOU website. Available here:

Link: https://co2you.com/pages/privacy-policy

CO2 YOU may at any time assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other way with all or any one or more of its rights and obligations under this Agreement. The Customer shall not be entitled to assign, transfer, mortgage, charge, declare a trust or deal in any other manner with, its rights and obligations under the Contract or any part of it, including sub-contracting any of its obligations under the Contract, nor enter into any agreement to do so.
The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties. The Customer shall not have, nor represent that it has, any authority to make or enter into any commitments on CO2 YOU’s behalf or otherwise bind CO2 YOU in any way.
The Contract constitutes the entire agreement and understanding of the parties relating to its subject matter. Each party acknowledges and agrees that in entering into the Contract that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the other (whether innocently or negligently) which is not expressly set out in the Contract. Neither party shall have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in the Contract.
The rights, powers and remedies provided under these Conditions in favour of CO2 YOU are in addition to, and not exclusive of, any rights, powers or remedies provided by law. Any right, power or remedy expressly included in any provision of these Conditions (or the exercise of it) shall not be considered as limiting CO2 YOU’s rights, powers or remedies under any other provision of these Conditions (or the exercise of any one or more of them).
If any part of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect the other provisions of these Conditions, which shall remain in full force and effect.
No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a party to the Contract.
No failure or delay by CO2 YOU to exercise any power, right or remedy (Right) under this Contract or law shall be a waiver of that or any other Right and shall not prevent or restrict further exercise of that that Right. No single or partial exercise or any Right shall prevent or restrict further exercise of it or any other Right.
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.

SCHEDULE 1

AFFILIATE WEBSITE MARKETING AGREEMENT

The provisions of this Schedule (Agreement) shall apply to the Contract where the Customer wishes to become a member of CO2 YOU’s affiliate network (as noted in the Order and/or Order Description) on the terms and conditions of this Agreement, so that a User who scans the QR Code on packaging containing the Goods will be directed to a Co-Branded Landing Page.

Agreed terms

The definitions and rules of interpretation in this paragraph apply in this Schedule.

Co-Branded Landing Page means the web page of CO2 YOU Website that CO2 YOU is to develop and maintain and that will include branding of CO2 YOU and the Customer.

Commission Rate means, in respect of each Transaction, the rate set out in paragraph 4.1.

Data Protection Laws mean all applicable laws relating to data protection and privacy in force from time to time in the United Kingdom, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and all other legislation, subordinate legislation, regulations, and regulatory requirements in force from time to time which apply to the use of personal data (including the privacy of electronic communications).

QR Code means the quick-response code displayed on the packaging of the Goods which shall direct Users to the Co-Branded Landing Page.

CO2 YOU Trade Mark Guidelines means the written guidelines for use of CO2 YOU’s Trade Mark, logo and branding from time to time.

CO2 YOU Website means CO2 YOU’s website at any time and from time to time, currently called ‘CO2 YOU UK: Get Fizzy with it’ and at www.co2YOU.com and including all databases, software, domain names, infrastructure, products and services that CO2 YOU markets for use by individual users to shop for CO2 YOU’s products and services. CO2 YOU Website includes all future versions and replacements of, and successors to, the site.

Transaction means a purchase of any products or services offered for sale on the CO2 YOU Website by a User who has clicked through directly to CO2 YOU Website from the Affiliate Web Link Pages, where that purchase is completed during a single browser session.

User means an end user who has clicked through to CO2 YOU Website from the Co-Branded Landing Pages.

CO2 YOU’s obligations

CO2 YOU shall create, operate and maintain the Co-Branded Landing Page.
CO2 YOU shall be permitted to use the Customer’s logo for the purposes of paragraph 2.1 solely in accordance with any reasonable written guidelines or instructions provided by the Customer to CO2 YOU relating to the Customer’s logo.
CO2 YOU shall provide to Users clicking through directly from the Co-Branded Landing Page access to and use of CO2 YOU Website in accordance with CO2 YOU’s standard terms of use and other terms and conditions, policies and procedures from time to time.
This Agreement is non-exclusive and does not prevent or restrict CO2 YOU from entering into similar or different agreements with third parties. CO2 YOU makes no representation that the terms of this Agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

Customer’s obligations

The Customer shall use all reasonable commercial efforts to market and promote CO2 YOU Website and the products and services available for sale on it so as to generate the maximum number of Transactions.
The Customer shall provide CO2 YOU with:

all co-operation in relation to this Agreement; and
all access to such information as may be required by CO2 YOU,

as is necessary for the proper performance of CO2 YOU’s obligations under this Agreement.

The Customer acknowledges and agrees that it has no authority to legally bind CO2 YOU in relation to Users, other users or anyone else and that it has not been appointed and is not the agent of CO2 YOU for any purpose. The Customer agrees that it shall not make to anyone any representation or commitment about CO2 YOU, the CO2 YOU Website or any of the products or services available to be bought on CO2 YOU Website.
To the extent CO2 YOU expressly permits the Customer to use any CO2 YOU branding, trade marks, logos, or other intellectual property rights, any such permission or licence shall be revocable at any time and non-sublicensable and the Customer shall comply with CO2 YOU Trade Mark Guidelines in relation to any such permitted use.
The Customer shall use all reasonable endeavours to comply with all Data Protection Laws in relation to its activities under the Contract and (in particular) this Schedule 1 (Affiliate Website Marketing Agreement).

Charges and payment

CO2 YOU will pay the Customer at the Commission Rate for each Transaction in accordance with the Commission Rate structure which CO2 YOU agrees with the Customer in writing from time to time.
Commission is payable on a receipts, not accruals, basis based on monthly reconciliation and reporting so if CO2 YOU receives no revenue on any Transaction, no commission is payable. Information relating to Users may need to be shared by the parties from time to time to achieve the intended objects of the Contract and the parties agree to co-operate in good faith to ensure on-going compliance with Data Protection Laws in relation to the personal data of Users.
Customer acknowledges and agrees that no payments are due to it under this Agreement otherwise than as expressly set out in this Agreement.
All sums payable under this Agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For the duration of this Agreement, the Customer agrees to CO2 YOU invoicing the Customer for commission payable under a self-billing arrangement.

Proprietary rights

The Customer acknowledges and agrees that CO2 YOU and its licensors own all intellectual property rights in the CO2 YOU Website and all CO2 YOU’s products and services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licenses belonging to CO2 YOU. All such rights are reserved to CO2 YOU.

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