Terms & Conditions
1 DEFINITIONS AND INTERPRETATION
In these Conditions the following expressions shall have the meanings unless the context requires otherwise:
‘Buyer / You / Customer’ means the Account Applicant or person who buys or agrees to buy Goods from the Company.
‘Goods’ means the articles (including any installments of the articles or any parts for them) the Buyer agrees to buy from the Company in accordance with these Conditions.
‘Conditions’ means the standard Terms and Conditions of Sale set out in this document and includes any special terms and conditions agreed in writing between the Company and the Buyer.
‘Seller / Us / We / Company’ means Clear Vision Technologies Limited, a company registered in England and Wales under number 08703617 whose registered office is at 76 Glebe Lane, Barming, Maidstone, Kent, ME16 9BD
‘Contract’ means the contract for the sale and purchase of the Goods.
2 BASIS OF THE SALE
2.1 Any purchase order received by the Seller shall be construed as a written acceptance of the Seller’s offer to sell goods. The contract created by such acceptance is expressly limited to the terms and conditions contained herein. No additional terms or conditions contained in a purchase order or other document delivered by Buyer, except as assented to in writing by the Seller shall be deemed to be part of said contract.
2.2 Acceptance of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.3 Any typographical, clerical error or omission in any sales literature, quotation, price-list, acceptance of offer or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company, is followed or acted upon entirely at the Customer’s own risk, and accordingly shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 These Conditions do not affect your statutory rights as a consumer. If you are a consumer, please contact us.
3 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative.
3.2 The Customer shall be solely responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for providing to the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company) but in either case shall be subject always to these Conditions. For the avoidance of doubt quotations given to the Customer by the Company shall be deemed to have lapsed insofar as no written order has been received by the Company from the Customer in connection with the subject matter of the quotation within 30 days of the date of the quotation.
3.4 The Company reserves the right to withdraw any product without previous notice.
4 PRICE OF GOODS
4.1 The price of the Goods shall be the price as set out in the Seller’s current price list or as quoted to the Buyer plus any additional costs if applicable.
4.2 If the Seller changes its prices for Goods between receipt of order from the Buyer and dispatch to the Buyer, the Seller will notify the Buyer who will then be entitled to cancel the order and receive a full refund. If the Seller does not receive notice of cancellation within 5 days of receipt of notice from the Seller, the Buyer will be deemed to have accepted the change in price.
4.3 All Prices are exclusive of VAT and charges for packing, postage and carriage (plus VAT) which shall be paid in addition.
4.4 The Seller shall be entitled to invoice each delivery of Goods separately.
4.5 Unless otherwise agreed in writing by the Seller, payment of goods is due in full on the date of invoice. Time for payment shall be of the essence and any failure to pay shall entitle the Seller at its option to treat the Contract as repudiated by the Buyer or to delay delivery until paid.
4.6 If full payment is not made to the Seller, the Seller may withhold or suspend future or current deliveries of the product under any other agreement with the Buyer.
5 DELIVERY OF GOODS
5.1 Whilst every reasonable effort shall be made to keep any delivery date, time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date. Failure shall not be deemed to be breach of the Contract, or the Conditions.
5.2 Delivery of the Goods shall be made to the Buyer’s address and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.3 The Seller reserves the right to deliver Goods in installments.
5.4 Where Goods are delivered in installments, each delivery will be a separate and distinct contract and any failure by the Seller to deliver, or any claim by the Buyer in respect of, any stage shall not entitle the Buyer to reject or terminate the Contract as a whole.
5.5 Where Goods are delivered by a third party carrier, the Seller shall have no liability to the Buyer for any failure to deliver the Goods on or before any agreed time or date. The Seller’s maximum liability for any such failure shall be the charges paid to the carrier in respect of any such delivery.
6 INSPECTION OF GOODS, DELAY AND NON-DELIVERY
6.1 The Goods must be inspected by the Buyer or an authorized representative of the Buyer, as soon as possible after the delivery of the Goods. The Buyer must give notice in writing to the Seller within 7 days of delivery setting out in detail any defect in the Goods including any shortages, and any other complaint which the Buyer may have in relation to the Goods.
6.2 If the Buyer does not advise the Seller as set out in condition 6.1, then the Goods shall be deemed to be in accordance with the Contract and free from defect and the Buyer shall be deemed to have accepted the Goods accordingly. After the Buyer accepts the Goods it will not be entitled to reject the Goods which are not in accordance with the Contract.
6.3 Except as above, the Seller under no circumstances will be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising from non-delivery or late delivery.
6.4 In spite of the Seller having delayed or failed to deliver the Goods promptly, the Buyer shall be bound to accept delivery and to pay for the Goods in full providing that the delivery shall be tendered at any time within 14 days of the delivery date.
7 CANCELLATIONS
7.1 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss including loss of profit, charges and expenses incurred by the Company as a result of such cancellation.
8 TERMINATION
8.1 The Company shall be entitled to cancel the Contract or, at its discretion, suspend any further deliveries under the Contract without liability to the Customer in the event that:
8.1.1 the Customer makes any voluntary arrangement with its creditors; or
8.1.2 (being a company) becomes subject to an administration order; or
8.1.3 goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customer; or
8.1.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
8.1.5 the Customer ceases, or threatens to cease, to carry on business; or
8.1.6 the Company reasonably apprehends that any of the events set out above is about to occur in relation to the Customer and notifies the Customer accordingly.
8.2 In the event of a termination of the Contract any Goods which have been delivered but not paid for, the price shall become immediately due and payable by the Customer notwithstanding any previous agreement or arrangement to the contrary.
9 TITLE AND RISK
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.
9.2 Notwithstanding delivery and the passing of risk in the Goods, property in, and title to, the Goods shall not pass from the Seller until:
9.2.1 The Seller has received either cash or cleared funds in respect of the full amount due (including VAT); and no other payments are due from the Buyer to the Seller.
9.2.2 Until property in the Goods passes to the Buyer the Buyer shall store the Goods, at no cost to the Seller, in such a way as to be clearly separate and identifiable from the Buyer’s other goods. The Buyer will allow the Seller the right to enter onto the Buyer’s premises for the purpose of recovering such Goods at any time until payment.
9.3 Notwithstanding that the Goods remain the property of the Seller, the Buyer may sell or use the Goods in the ordinary course of the business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money of the Buyer or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
9.4 The Seller shall be entitled to recover the cost and VAT notwithstanding that the property in any of the Goods has not passed from the Seller.
9.5 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer shall forthwith become due and payable.
9.6 The Buyer shall insure the Goods to the full price including VAT against all risks to the Seller’s satisfaction until the Goods pass from the Seller, and whenever requested by the Seller, produce a copy of the insurance policy. If the Buyer fails to do so, all sums whatever owing by the Buyer will become due and payable.
9.7 The Buyer may not withhold payment of any invoice or any other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or alleges to have or for any other reason.
9.8 Any Goods supplied to the Buyer which are subject to restrictions or provisions imposed by the manufacturer design (including copyright, design right or other intellectual property) are supplied to the Buyer by the Seller subject to any such license restriction or provisions in respect of which the Seller will use reasonable endeavours to notify the Buyer of the same.
10 PAYMENT TERMS
10.1 Where credit is granted, unless otherwise agreed in writing, all sums payable must be paid in accordance with the granted terms.
10.2 Failure to make payment by the due date shall entitle the Company to suspend delivery of all un-executed or future orders. The time for payment of the price of the Products shall be of the essence.
10.3 The Company reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not and to take legal action to recover the debt and costs.
10.4 If payment is not made in accordance with granted terms, the Company reserves the right to charge Statutory Interest on the overdue balances for the period from the date on which payment became due until the date on which payment is made including any period after the date of any judgement or decree against the Customer.
10.5 The company reserves the right to charge our other reasonable costs and expenses (including, without limitation, our internal management and administration costs and legal fees and disbursements) incurred by us in the collection of obtaining payment from you where the payment is more than 2 months late.
10.6 In the event of any cheques, standing orders or direct debits due from a Customer to the Company being dishonoured, a charge of £45 (or such other sum as the Company may from time to time advise the Customer) will be made on the Customer’s account to cover bank and administrative costs.
10.7 The Company reserves the right in its absolute discretion to refuse to grant credit.
10.8 The Company may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
11 WARRANTY AND LIABILITY
11.1 The Seller warrants as follows:
11.1.1 The Goods at the time of delivery correspond to the description given by the Seller.
11.1.2 It will repair or replace Goods which do not conform to condition 11.1.1.
11.2 These Conditions set out the Seller’s entire liability in respect of the Goods and the Seller’s liability under these Conditions shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods or otherwise howsoever except any implied law which by law can be excluded.
11.3 In no event shall any breach of any express or implied terms of the Contract, or any order accepted by the Seller, or in respect of any defect in the Goods, give rise to any liability for damages, loss of revenue or profits or future business, damage to reputation or goodwill, loss of any orders or contract or consequential loss or damage arising from any fault.
12 RETURNS PROCEDURE
12.1 In the event that the Buyer issues notice to the Seller pursuant to condition 6.1, the Buyer shall return the Goods to the Seller in accordance with this condition 12. The Buyer’s sole remedy in respect of non-compliance with condition 11.1 shall be limited to the repair or, at the Seller’s discretion, the replacement of the Goods or where sums are owed by the Buyer to the Seller, the issue of a credit note against return of Goods.
12.2 Returns must be authorised by the Seller before any Goods are returned. If it is agreed that the Goods are to be returned the following shall apply:
12.2.1 The Buyer shall obtain a returns number for the Goods from the Seller.
12.2.2 The returns number must be clearly displayed shown on the returned parcels and the Buyer acknowledges that the Goods returned without a returns number clearly identifiable on the packaging will be refused or returned to sender.
12.2.3 The Buyer must return the Goods suitably packaged and with carriage paid.
12.2.4 The Buyer will be liable for the cost of remedying any damage to the Goods returned where such damage has, in the opinion of the Seller, been caused by the Goods being inadequately packaged by the Buyer or through the Buyer’s fault.
12.2.5 The Seller reserves the right to make a handling and restocking charge of at least 25% on Goods which are returned if they were ordered in error or are no longer required.
13 FORCE MAJEURE
13.1 In the event that the Seller is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control such as but not limited to Acts of God, War, Strikes, Lock-outs, Flood and Failure of third parties to deliver Goods, the Seller shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfilment is prevented.
13.1.1 Suspend all future deliveries of Goods to the Buyer and / or terminate the contract without liability upon its part; and / or
13.1.2 Exercise any of its rights pursuant to Condition 9.
14 ENTIRE AGREEMENT
14.1 These Conditions constitute the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether written or oral) in respect of the subject matter of the Contract.
14.2 This agreement shall be binding upon the heirs, successors and assigns of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.
15 GENERAL
15.1 Any notice to either party under these Conditions shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at or sent by prepaid first class post, prepaid recorded delivery, telex or facsimile to the address of the party as notified in writing from time to time.
15.2 Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under the Contract by the other party without in any way prejudicing or affecting its rights in respect of any other liability or right not so released, compounded, compromised, waived or postponed.
15.3 No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power or remedy arising under the Contract or otherwise.
15.4 To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
15.5 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
15.6 The headings in these Conditions are for convenience only and shall not affect their interpretation.
15.7 Unless expressly provided in the Contract, no term of the Contract or these Conditions is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
16 LAW OF CONTRACT
16.1 This Contract shall be governed by and construed in accordance with English law.
16.2 Each of the parties irrevocably submits for all purposes in connection with these Conditions to the exclusive jurisdiction of the courts of England.