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Terms & Conditions

Interpretation
- Definitions:

Cammegh: the company known as Cammegh Limited, registered in England and Wales under company number 3750825 whose registered office is at Old Surrenden Manor, Bethersden, Ashford, Kent TN26 3DL.
Cammegh Goods: those goods and products produced by Cammegh, and which are subject to an Sales Order..
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 4.
Contract; the contract between the Customer and Cammegh following an Sales Order Confirmation.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: means the premises of Cammegh as described aforesaid or such other address which is advised to the Customer.
Force Majeure Event: an event, circumstance, or cause beyond a party’s reasonable control.
Quotation; a written quotation supplied by Cammegh to the Customer which when signed by the Customer creates a Sales Order.
Sales Order: the order for Cammegh Goods which shall be subject to and in accordance with these Conditions.
Sales Order Confirmation; a written confirmation of an Sales Order by a director of Cammegh.
Specification: any specification for the Cammegh Goods, including any related plans and drawings, that is agreed by the Customer and Cammegh.
- Interpretation:
  - A reference to a party includes its personal representatives, successors and permitted assigns.
  - A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  - A reference to writing or written includes fax and email.

Basis of contract
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
- A Quotation signed by the Customer creates an Sales Order which is legally binding on the parties. The Customer is responsible for ensuring that the terms of the Sales Order and any applicable Specification are complete and accurate. The Sales Order is subject to these terms and conditions.
- Cammegh, upon receipt of the signed Quotation will send an Sales Order Confirmation to the Customer. .
- Any samples, drawings, descriptive matter, or advertising produced by Cammegh, and any descriptions or illustrations contained in Cammegh’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Cammegh Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
- A quotation for the Cammegh Goods shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue. Any such quotation is not binding on it and may be varied according to sound commercial judgement.
- An Sales Order cannot be cancelled without the written consent of Cammegh.
Cammegh Goods
- The Cammegh Goods are described in Cammegh’s materials or website as modified by any applicable Specification.
- Cammegh assures that the Cammegh Goods are of satisfactory quality for the normal purpose for which they are purchased.
- Any software supplied by Cammegh in connection with the Cammegh Goods is provided solely for use with the Cammegh Goods with which it is supplied. The Customer may not copy, replicate, reassemble or reverse engineer or otherwise use any or all of the software in any way other than as per any instruction manual supplied by Cammegh. Third party software or hardware installed by the Customer for use with or incidental to the Cammegh Goods must be compatible with the Cammegh Goods and Cammegh will be under no obligation or liability in respect of any failure of any function of the Cammegh Goods as a result of any incompatibility.
- The Customer is not permitted to and must not repair, amend, change, or tamper with the Cammegh Goods. Any repairs, changes or modifications to Cammegh Goods must be performed by Cammegh and the Cammegh Goods returned in accordance with clause 7.
- The Customer shall indemnify Cammegh against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Cammegh in connection with any claim howsoever made against Cammegh
- The Customer shall further indemnify Cammegh against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Cammegh in connection with any claim made against Cammegh for use by the Customer of the Cammegh Goods or for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with either the Customer’s or Cammegh’s use of the Cammegh Goods. This clause 6 shall survive termination of the Contract.
- Cammegh reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and Cammegh shall notify the Customer in any such event.
Delivery
- Delivery of the Cammegh Goods shall be one of the following and as detailed in the Sales Order Confirmation;
  - “EX-WORKS” as defined in the Incoterms 2020 whereby Cammegh is only responsible for making the Cammegh Goods available at the Delivery Location properly packed. It is the Customer’s responsibility to clear the Cammegh Goods for export and arranging the pickup and transport from that moment on.
  - “DAP” (delivery at place) whereby Cammegh procures the arrangement for the delivery of the Cammegh Goods to the Customer at a location of the Customer’s choice.
  - “DDP” (delivery duty paid) whereby Cammegh procures the arrangement for the delivery of the Cammegh Goods to the Customer at a location of the Customer’s choice which is generally in the United States and excise tax or duty is prepaid on entry facilitating the import requirements of any regulatory authority.
- Delivery is completed on the completion of the collection by the Customer of the Cammegh Goods at the Delivery Location.
- If the Customer fails to take notice of the Cammegh Goods being ready for despatch or accept delivery of the Cammegh Goods within [7] days of Cammegh notifying the Customer that the Cammegh Goods are ready, then:
  - delivery of the Cammegh Goods shall be deemed to have been completed at [9.00 am] on the [7^th] day after the day on which Cammegh notified the Customer that the Cammegh Goods were ready; and
  - Cammegh shall store the Cammegh Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
- If fourteen days after the day on which Cammegh notified the Customer that the Cammegh Goods were ready for despatch the Customer has not taken or accepted actual delivery of them, The Customer shall pay to Cammegh the sum of £100 plus VAT for each week or part week period until such time as the Cammegh Goods have physically been delivered to the Customer.
- If [twenty eight] days after the day on which Cammegh notified the Customer that the Cammegh Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, Cammegh may resell or otherwise dispose of part or all of the Cammegh Goods and, after deducting reasonable storage and selling costs, either account to the Customer for any excess over the price of the Cammegh Goods or charge the Customer for any shortfall below the price of the Cammegh Goods.
- Cammegh may deliver the Cammegh Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- Cammegh may permit the Customer to pay for the Cammegh Goods by instalments. which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall be a breach of this Contract and shall entitle Cammegh to demand immediate full payment of any outstanding balance and suspend any further performance of its obligations under this Contract.
Title and risk
- The risk in the Cammegh Goods shall pass to the Customer on completion of delivery. Cammegh will have no liability or responsibility for any subsequent transit or safeguarding of the Cammegh goods after delivery.
- Title to the Cammegh Goods shall not pass to the Customer until Cammegh receives payment in full (in cash or cleared funds) for the Cammegh Goods, in which case title to the Cammegh Goods shall pass at the time of payment. If a Customer is using a credit facility to pay for the Cammegh Goods, title shall not pass to the Customer until such time as the final payment has been made to Cammegh in cleared funds.
- Until title to the Cammegh Goods has passed to the Customer, the Customer shall:
  - store the Cammegh Goods separately from all other goods held by the Customer so that they remain readily identifiable as Cammegh’s property;
  - not remove, deface, or obscure any identifying mark or packaging on or relating to the Cammegh Goods;
  - maintain the Cammegh Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  - notify Cammegh immediately if it becomes subject to any of the events listed in clause 1(b) to clause 9.1(d); and
  - give Cammegh such information as Cammegh requires from time to time relating to:
    - the Cammegh Goods; and
    - the ongoing financial position of the Customer.
  - Subject to clause 5, the Customer may (with the written consent of Cammegh) resell or use the Cammegh Goods in the ordinary course of its business (but not otherwise) before Cammegh receives payment for the Cammegh Goods. If a Customer using a credit facility to pay for the Cammegh Goods, Cammegh may refuse such request. However, if the Customer resells the Cammegh Goods before that time:
    - it does so as principal and not as Cammegh’s agent; and
    - In the case of fully paid Cammegh Goods, title shall pass from Cammegh to the Customer immediately before the time at which resale by the Customer occurs.
    - In the case of partially paid Cammegh Goods, either the balance of any monies due to Cammegh be paid immediately upon sale of the Cammegh Goods, or title to those Cammegh Goods in question shall remain with Cammegh and any prospective purchaser must be made aware of this by the Customer.
    - The Customer must include in any sales agreement (whether written or otherwise) conditions analogous to those in this Contract to protect Cammegh’s interest around non-interference, confidentiality, software and limitation of liability.
  - At any time before title to the Cammegh Goods passes to the Customer, Cammegh may:
    - by notice in writing, withdraw or terminate any right of the Customer under clause 4 to resell the Cammegh Goods or use them in the ordinary course of its business; and
    - require the Customer to deliver up all Cammegh Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Cammegh Goods are stored in order to recover them.

Price and payment
- The price of the Cammegh Goods shall be the net price set out in the Sales Order, or, if no price is quoted, the net price set out in Cammegh’s published price list in force as at the date of delivery. For the purpose of this clause ‘net’ means net of any taxes, duties, levies, or other charges.
- Cammegh may, by giving notice to the Customer at any time 5 days before delivery, increase the price of the Cammegh Goods to reflect any increase in the cost of the Cammegh Goods that is due to:
  - any factor beyond Cammegh’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  - any request by the Customer to change the delivery date(s), quantities or types of Cammegh Goods ordered, or the Specification; or
  - any delay caused by any instructions of the Customer or failure of the Customer to give Cammegh adequate or accurate information or instructions.
- The price of the Cammegh Goods:
  - excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Cammegh at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  - includes the costs and charges of packaging, shipping insurance, and transport of the Cammegh Goods, which shall be invoiced to the Customer.
- Cammegh may invoice the Customer for the Cammegh Goods on or at any time before or after the completion of delivery.
- The Customer shall pay each invoice submitted by Cammegh:
  - within [30] days of the date of the invoice or in accordance with any credit terms agreed by Cammegh and confirmed in writing to the Customer; and
  - in full and in cleared funds to a bank account nominated in writing by Cammegh; and,
  - prior to delivery unless expressly permitted by Cammegh; and,

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

Cammegh reserves the right to require a deposit of up to 50% of the Sales Order cost to be paid by a Customer. Any such requirement will be detailed in a Quotation. Any subsequent cancellation (whether partial or otherwise), or failure to respond to a notification that the Cammegh Goods are ready for despatch as detailed in clause 4 shall permit Cammegh to retain such deposit payment for its own use.
If the Customer fails to make a payment due to Cammegh under the Contract by the due date, then, without limiting Cammegh’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Cammegh reserves the right to withdraw, remove or otherwise replace any bonus scheme, discount or other incentive type in favour od the Customer in the event of late payment.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Claims and returns of Cammegh Goods
- It shall be the duty of the Customer prior to usage of the Cammegh Goods (for any reason) to test and examine the Cammegh Goods in every respect and to satisfy himself of their fitness for the purpose for which they are intended to be used.
- Any complaint or alleged defect in the quality of the Cammegh Goods, short delivery or of damage to products in transit must be notified to Cammegh in writing within 36 hours of receipt of the Cammegh Goods.
- Any complaint of failure to deliver Cammegh Goods once invoiced must be so notified within 7 days of the date of invoice.
- Upon receipt of a valid complaint, Cammegh shall, after it has had a reasonable time to investigate the same and examine the relevant Cammegh Goods or circumstances, be entitled, at its sole discretion, to replace or repair the Cammegh Goods or to accept the return of the Cammegh Goods and credit the Customer with a sum not exceeding the amount of the net invoice price reflecting the Cammegh Goods which is subject to claim.
- Cammegh reserves the right to enter the Buyer’s premises for the purpose of examining and replacing the Cammegh Goods.
- A return of Cammegh Goods shall not be made without prior written arrangement between Cammegh and the Customer.
- Cammegh Goods which Cammegh has agreed to accept back into its own warehouse stock will be subject to a handling charge of not less than 25% of their invoiced value. All Cammegh Goods to be returned must be suitably prepared for transportation and be in an undamaged condition. Cammegh will be unable to make any credit in respect of any Cammegh Goods which do not comply with this requirement.
- For the avoidance of doubt, all returned Cammegh in accordance with this clause shall be the property of Cammegh.
- Without prejudice to the remainder of this clause 7, Cammegh will for a period of 12 months following completion of delivery of the Cammegh Goods at the Delivery Location, provide a parts and labour service as more detailed in [ ]
Limitation of liability
- The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation; or,
  - breach of the terms implied by section 12 of the Sale of Goods Act 1979.
- Subject to clause 8.1, Cammegh will have no liability of any kind or description to the Customer howsoever caused for any loss or damage (whether direct, indirect, consequential or for loss of profit or otherwise and shall include all or any gaming or other leisure type loss) in respect of negligence, the Cammegh Goods (including their use, breakdown, and malfunction), or otherwise through the Contract.
- This clause 8 shall survive termination of the Contract.
Termination
- Without limiting its other rights or remedies, Cammegh may terminate this Contract with immediate effect by giving written notice to the Customer if:
  - the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
  - the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  - the Customer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
  - the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
- Without limiting its other rights or remedies, Cammegh may suspend provision of the Cammegh Goods under the Contract or any other contract between the Customer and Cammegh if the Customer becomes subject to any of the events listed in clause 1(b) to clause 9.1(d), or Cammegh reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
- Without limiting its other rights or remedies, Cammegh may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- On termination of the Contract for any reason the Customer shall immediately pay to Cammegh all of Cammegh’s outstanding unpaid invoices and interest and, in respect of Cammegh Goods supplied but for which no invoice has been submitted, Cammegh shall submit an invoice, which shall be payable by the Customer immediately on receipt.
- Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
Force majeure

Cammegh shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event.

General
- Assignment and other dealings.
  - Cammegh may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
  - The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Cammegh.
- - Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2(b).
  - Each party may disclose the other party’s confidential information:
    - to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and
    - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  - Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  - Any complaint or issue raised by the Customer concerning a Cammegh Good or related service must be kept confidential and in accordance with this clause 11.
  - The Customer acknowledges that the Cammegh brand is important to Cammegh and has been built up over a period of time into a well-known and trusted association with the gaming industry. In order to protect the legitimate interests of Cammegh, the Customer agrees that it shall not, and shall procure that its respective related parties shall not, at any time, make or cause to be made (whether written or oral) any statement which is disparaging, or harmful or defamatory to the reputation of Cammegh.
- Non-solicitation

The Customer agrees not to and must not directly or indirectly doe the duration of this agreement and for a period of 12 months following its termination or expiry, solicit or entice away or endeavour to solicit or entice away from the Cammegh group of companies (“CG”) any person employed by CG with a view to inducing that person to leave such employment and to act for another person in the same or a similar capacity in relation to the same field of work as the Customer whether for the Customer itself or any third party.

Entire agreement.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by Cammegh to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by fax to its main fax number or sent by email to the address specified by one party to another.

Any notice or communication shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or
if sent if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 7(e), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

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

Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.