1) Interpretation.

1.1       In these terms and conditions “the company” means Cleantec Innovation Limited, its successors and assigns and “the purchaser” means any firm or individual from whom the company receives an order which it has accepted.

1.2       The headings of each provision are intended to be for convenience only and do not affect the interpretation thereof.

2) Applicability Of Terms.

2.1       Unless otherwise expressly agreed in writing, or where supplemented by the terms and conditions detailed in the Company’s catalogue or price lists, all goods are sold subject to the following conditions to the exclusion of any conditions of the Purchaser and no agent or representative of the Company has any authority to vary or omit these conditions or any of them without the official written approval of the Company.  Where the contract is made with a UK business such official approval may only be given by the Managing Director.

3) Prices.

3.1       Unless otherwise stated are exclusive of Value Added Tax.

3.2       No quotation given by the Company shall constitute an offer and all quotations shall lapse after 28 days but may be withdrawn by notice at any time.

3.3       All prices are subject to change or escalation with 30 days notice.

3.4        Prices invoiced will be the higher of either the prices applicable at the date that the contract is accepted or those ruling at the date of despatch.

3.5       Prices shall exclude the cost of packaging and carriage unless otherwise agreed between the Company and the Purchaser in writing.

3.6       Where the Purchaser Specifies a despatch method or destination which is not ordinarily used by the Company, the Company reserves the right to charge for the excess costs of despatch and delivery.

4) Delivery. 

4.1       The Company will use all reasonable endeavours to deliver at the time stated, but delivery dates shall be regarded as approximate only.

4.2       Failure to deliver at the time stated will not be sufficient cause for cancellation and the Company will not be liable for any loss, costs, damages or expenses consequential or otherwise suffered by the Purchaser.

4.3       Where delivery is made in instalments, delay in delivering one or more instalments shall not entitle the Purchaser to refuse to accept any remaining instalments.

4.4       The Purchaser shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery.

4.5       Delivery shall take place when the goods are delivered to the Purchaser’s premises unless the Purchaser has given the Company special instructions as to carriage or delivery in which case delivery shall take place when the goods are delivered to the order of the purchaser.

4.6       In the event of non-delivery by the Company, the Purchaser must notify the Company in writing no later than 7 days after the due delivery date.  In the absence of such notification, the Purchaser will be deemed to have received the goods and be liable for payment.

5) Terms Of Payment. 

5.1       Payment shall be made by the due date- in full -and sent to the attention of The Accounting Department as per the instructions detailed on invoices.

5.2       In the event of  non-payment of any sum by the due date, all monies owing, whether due or not by the Purchaser to the Company, shall become due and the Company may without prejudice to any of It’s rights under these conditions, withdraw any discounts and charge interest on the aggregate of each sum then outstanding at the rate of 8% per annum above the base rate of The Bank of England or the prevailing rate under the Judgements Act 188, whichever is the greater from time to time, such interest to accrue on a daily basis until the date of actual payment, after as well as before Judgment.

5.3       Unless otherwise agreed in writing all payments are to be made within 30 days from the date of invoice as a condition precedent to future deliveries and where the goods are delivered in instalments, payment for each instalment shall be a condition of delivery of subsequent instalments.

5.4       Unless other wise agreed in writing payment must be made to Cleantec Innovation Limited or as per the instructions on invoices for the attention of “The Accounts Department”.

5.5       Customers wishing to open monthly credit accounts must complete the Company’s application form and submit a bank reference and three satisfactory trade references.  The Company will reserve the right to withdraw credit facilities at any time.

6) Risk & Title.

6.1       Risk passes to the Purchaser on delivery of goods.

6.2       Whilst risk in goods supplied to the Purchaser will pass on delivery, legal and beneficial ownership of the goods will remain with the Company until such time as the Company has received payment in full of all sums due to the company from the Purchaser and until such time the Purchaser must keep such goods separate from it’s property and clearly identified as the Company’s property.

6.3       Notwithstanding terms of  payment specified herein or elsewhere, payment for all goods supplies to the purchaser shall become due immediately if the Purchaser fails to pay any sums due to the Company from the Purchaser on the due date ( or fails to pay any instalment in which case the whole outstanding balance shall immediately become due) or if the Purchaser is declared bankrupt or compounds with it’s creditors or, being a company, goes into voluntary, or compulsory liquidation, or enters into a composition with it’s creditors or has an administrator or an administrative receiver or manager appointed over all or part of it’s assets or if the Purchaser is otherwise declared insolvent or prohibited from trading, and the Purchaser must immediately notify the Company thereof and in such circumstances the Purchaser will not be entitled to resell or otherwise deal with the goods; the Purchaser must not part with possession of any goods; and the Company will have the right, without prejudice to any other remedies, to withhold delivery of future orders.

6.4       If payment for any goods is overdue, whether in whole or in part, any goods that have been delivered to the Purchaser, the Company may (without prejudice to any of it’s other rights) enter upon the Purchaser’s premises to recover and/or resell the goods or such of them as the Company may in it’s absolute discretion designate as necessary to recover the amount of payment overdue and it’s reasonable costs incurred in giving effect to it’s rights hereunder and for these purposes the Purchaser hereby irrevocably authorises the Company to enter and take all necessary and reasonable steps upon the Purchasers premises.

7) Title & Risk – Clause For Scotland (For Goods Delivered To Persons Domiciled In, or Companies Incorporated In Or Subject To The Laws Of Scotland).

7.1       Property and title of the goods shall not pass to the Purchaser until the price due in terms of the Contact has been received by the Company.  Where the items to be supplied in terms of the Contract are delivered in instalments this Clause will apply to each instalment as if it formed the subject matter of a separate and independent contract.

7.2       Until the price of the goods has been paid the Purchaser will hold and store the goods as agent for the Company and in a manner which clearly distinguishes them from other goods and products of the Purchaser and indicates that they are in fact owned by the Company and not by the Purchaser.

7.3       The Purchaser shall not sell or dispose of any individual consignment of, or delivery of, the goods save as agent for the Company until the price due in terms of the Contract has been received by the Company.

7.4       The Company may recover the goods at any time if still in the Purchaser’s possession if the Company goes into liquidation or suffers a receiver to be appointed and the Company, its agents or servants will be entitled to remove any goods for which the price has not been paid.

7.5       Notwithstanding the provisions of the clause risk in all goods supplied shall pass to the Purchaser on delivery whereupon the Purchaser shall be liable for the insurance of such goods.

7.6       Sub-Clause 7.1, 7.2, 7.3 and 7.4 of this clause 7 shall be each construed and receive effect as a separate clause of these conditions.

8) Termination.

The company shall be entitled to terminate any contract forthwith without prejudice to it’s own rights accrued at the date of such termination and to recover damages in the event of any breach by the Purchaser of it’s obligations hereunder if the Purchaser:-

8.1       be adjudicated bankrupt or compound with its creditors, or:-

8.2       suffers the appointment of receiver, or

8.3       goes into voluntary or compulsory  liquidation (other than for purposes of bona fida amalgamation or bona fida reconstruction);or

8.4       enters into a composition with it’s creditors or has an administrator or an administrative receiver or manager appointed over the whole or part of it’s assets; or

8.5       is otherwise declared insolvent or prohibited from trading.

9) Damage In Transit & Return Of Goods.

9.1       Except where the Purchaser has given special instructions as to carriage or delivery and delivery has been made  to the order of the Purchaser as mentioned in Clause 4.5 the Company will either repair or replace free of charge goods damaged in transit or allow credit therefore provided the Purchaser shall give the Company notice in writing of the extent of the nature of the damage:

Where goods are delivered by the Company- within 48 hours of the date on which goods were delivered, or Where goods are delivered by outside courier- within 48 hours of such time.

9.2       In the absence of such notification the Purchaser shall be deemed to have accepted the goods.

9.3       The goods supplied in accordance with the order will not be accepted for credit.  Requests for return of goods for any other reason must be accompanied by the invoice number, delivery reference and date of supply together with the reason for request.  The Purchaser must not despatch the goods until he has the Companies confirmation that they are prepared to accept the return of the goods for credit.  Returned goods must, where applicable, be complete with the original packaging materials, instruction books, registration cards, guarantee cards and any other documents supplied with the goods.

10) Warranty

10.1     Save as provided in sub-clause 10.2, 10.3, 10.4 and 10.5 of this clause and in so far as is permitted by statute all warranties, conditions, guarantees or representations, expressed or implied, statutory or otherwise, are hereby excluded, and the Company shall not be liable for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by the defects or deficiencies of any sort in the goods supplied by the company, and whether such defects or deficiencies are caused by the negligence of the Company or it’s servants or agents or otherwise.

10.2     The Company agrees to make good by replacement or repair, defects which arise solely from faulty materials or workmanship within a period of twelve months of delivery, provided that the Company is immediately notified in writing of the defect and (if required) the goods are promptly returned free to the Company’s works.  This warranty shall not apply to defects or faults arising from accident or misuse of the goods and shall be invalidated if the goods are the subject of unauthorised or attempted repair or general tampering or have not been stored and handled in compliance with the (if any) written instructions provided with the goods.

10.3     The Company does not exclude it’s liability for death or personal injury and accepts liability for any breach on the part of the Company of any undertaking as to title, quiet possession and freedom from encumbrance which may be implied by Section 1 of the Sale Of Goods Act 1979.

10.4     Capital equipment is subject to any additional or separate warranty as detailed in the documents accompanying the goods.

10.5     This clause shall not deprive a Purchaser dealing as a consumer pursuant to Section 12 of the Unfair Contract Terms Act 1977 of his statutory rights.

11) Limitation Of Liability.

11.1     Without prejudice to sub-clauses 10.3 and 10.4 of Clause 10 above the amount of any damages recoverable by the Purchaser from the Company for breach of contract or negligence shall be limited to the invoice price of the goods.

11.2     Notwithstanding clause 10 and 11.1 in no circumstances whatsoever will the Company be liable for any consequential losses of any nature including without limitation indirect loss, pure economic loss, loss of use, production, profit or contacts.

12) Inability To Supply.

12.1     Without prejudice to any other condition hereof should the manufacture, supply or despatch of the whole or any part of the goods contracted for, be interrupted, prevented or hindered by any cause or causes whatsoever beyond the Company’s control the Company shall be entitled to postpone or suspend any deliveries under the contract until (in the Company’s judgement) any such cause has ceased to operate.

12.2     If delivery is delayed for more than three months the Company has the option (without incurring any liability for loss or damage arising there from) of cancelling the contract and refunding any payment made by the Purchaser.

12.3     Without limiting the generality of the cause or causes referred to in 12.1 above these shall include war, fire, accident, breakdown of and restriction on supplies, non-delivery or delay in delivery of any materials or any other circumstances (of whatsoever nature) and not limited to the foregoing which directly or indirectly interrupt or hinder the due performance of the contract.

13) General.

13.1     GOVERNING LAW

The Contract shall be governed by and construed in accordance with English Law and the parties hereto submit to the non-exclusive jurisdiction of the English Courts.

13.2     NON-WAIVER

The failure of either party to this contract to exercise or enforce any rights conferred hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

13.3     NON-ASSIGNMENT

You may not assign, transfer or part with any of your duties or obligations to be performed hereunder without prior written consent.

13.4     NOTICES

Any notices required to be given under these conditions must be in writing and either posted first class pre-paid to the address of the receiving party as shown on the Purchaser’s order or the Companys price list as appropriate or sent by telex or telefacsimile to the appropriate facility number.  Any notice which is posted will be effective 48 hours after posting and any notice sent by telex or telefacsimile will be effective on the commencement of the next business day following transmission.  In proving postal service it will be sufficient to show that the envelope was properly addressed and put into the post and in proving service by telex or telefacsimile transmission it will be sufficient to show that the correct receipt slip was received as appropriate.