1. SUPPLY AND CONTRACT

Supplier: Clearaseal Limited, CB6 3PB UK. Co Reg: 14248775 VAT: 422089708

1.Definitions

1.1 In these Conditions, the following definitions apply:

• Business Day: a day (other than a Saturday, Sunday or public holiday or bank holiday)
• Conditions: the terms and conditions set out in this document as amended from time to time
• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
• Customer: the person or firm who purchases the Goods from the Supplier and who is in contract with the Supplier.
• Force Majeure Event: Goods: the goods (or any part of them) to be supplied by the Supplier to the Customer as set out in the Sales Invoice.
• Order: the Customer’s order for the Goods, as set out either in the Customer’s written acceptance of the Supplier’s quotation or verbal acceptance of the Supplier’s quotation given to the Supplier.
• Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
• Supplier Materials: all materials, equipment, documents and other property of the Supplier.

2. BASIS OF CONTRACT

2.1 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 trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the applicable Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier acknowledges to the Customer, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, survey, advice, representation, forecast, schedule or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty-eight (28) calendar days from its date of issue.

3. GOODS

3.1 The Goods are described in the Supplier’s brochures or website

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer including but not limited to designs, drawings, specifications or samples provided by the Customer to the Supplier, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, suffered or incurred by the Supplier in connection with any claim including but not limited to claims made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend, alter, modify or improve the design or the Specification if required by any applicable statutory or regulatory requirements or to meet current production requirements.

4. DELIVERY

4.1 The Supplier shall ensure that each delivery of the Goods is the type and quantity of the Goods (including the code number of the Goods, where applicable), any relevant instructions (if any); and

4.2 The Supplier shall deliver the Goods to the location set out in the Invoice or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods.

4.5 The Supplier shall have no liability for any failure to deliver the Goods.

4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under these Terms and Conditions:

5. QUALITY

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall at a minimum, be free from material defects in design, material and workmanship; and be of satisfactory quality (within the meaning of the Sale of Goods Act

5.2 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if the defect arises because the Customer or any users of the Goods failed to follow the Supplier’s oral or written instructions as to the storage, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same.

(a) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(b) the Customer alters or repairs such Goods without the written consent of the Supplier;
(c) the defect arises as a result of carelessness, improper treatment, fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(d) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
(e) The Customer has not paid the Supplier

The Supplier will charge for any visits to site caused by the Customer or any user’s failure to properly maintain the Goods or use the Goods in accordance with normal practice.

6.TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery as defined in clause 4.3.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

(a) the Goods; and
(b) any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.

7. INSTALLATION SERVICES

7.1 if and to the extent. That the services consist of or include Installation Services, the Supplier acknowledges and agrees that:

Supplier commence the Installation Services and that on the event of the Customer failing to arrive the Suppliers premises the customer could be liable for any loss, damage, cost, expense, claim, demand or proceedings arising out of or connected to such failure;

7.1.2 in the event that the Customer cancel’s the Installation Services less than 24 hours before the start date for the Installation Services agreed with the Customer
the Customer:

a) shall be responsible for reimbursing the Supplier upon request all of the Suppliers’ wasted costs reasonably
b) shall be responsible for arranging a new start date for the Installation Services with the Supplier; and
c) agrees that the Supplier shall have no liability of whatever nature arising from or connected to any subsequent failure to complete the
Installation Services in accordance with the original programme agreed
between the parties;

8.PRICE AND PAYMENT

8.1 The price of the Goods shall be the price set out in the Quotation

8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost
of the Goods that is due rise of material costs

9. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. shall not be liable for delay in performance or the non-performance of any contract, directly or indirectly caused by fire, impact, explosion, adverse weather or movement of the ground, labour trouble or shortage, hostilities, civil disturbance, act of any government, inability to obtain energy or suitable components, manual, equipment, transportation, or services or act of God or other matter arising from causes beyond the control of the Supplier.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by the Supplier.

10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

11. CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the customer by the supplier, its employees, agents or subcontractors, and any other confidential information concerning the suppliers, business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

12. GENERAL

The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.1 Cancellation. Under no circumstances may the Customer amend or cancel an Order by written or verbal notice to the Supplier. If the Customer purports to amend or cancel an Order and the Supplier agrees to accept the amendment or cancellation, the Customer shall pay the Supplier for all amounts (including but not limited to labour, plant, materials, overheads, charges, expenses and loss of profit) reasonably incurred by the Supplier in fulfilling the Order up until the date of receipt of the amendment or cancellation. The Customer shall pay such amendment or cancellation fees within 5 business days of the date of invoice.

12.2 Notices.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.3 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
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 or claims), shall be governed by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the courts of England and Wales

13. PRIVACY

13.1 You can visit any of our sites without giving any information. However, if you wish to get more information, you may be required for some or all of the following information first and last names, email address, postal address. We gather this information to allow us to provide a better service to you, where information is required for transactions (e.g. buying goods) the information is used by us and our suppliers to allow the transaction to proceed smoothly and to facilitate delivery of the goods or services.

We may also use the personal information you provide for the purposes of: identity verification, credit and risk management, revenue collection, database verification and enhancement.

We also use your personal information to make decisions about what products, services and offers we think you may be interested in. This is called profiling for marketing purposes. You can contact us at any time and ask us to stop using your personal information this way. If you allow it, we may show or send you marketing material online (on our own and other websites including social media), or by email, phone or post.

Our use of “cookies” and other information gathering. “Cookies” are small text files stored by your web browser on your computer. By using cookies, web sites can track information about visitors’ usage of the site, provide personalised content, or even passwords.

We may store cookies on your computer in order to better serve you upon your subsequent visits to the site, for example, allowing you to go straight to the main site and avoiding the need to go through the registration process and allow access without the need to re-register. Web browsers automatically accept cookies but you are asked if you want to accept their use. For more information about cookies please visit www.aboutcookies.org.

We reserve the right to use other tracking systems in the future. We have in place security procedures to safeguard your personal information including secure server software (SSL) for encryption of information – all personal details are handled with the utmost security and care.

If any information you have provided us changes, for example, if you change your e-mail address, residential address, or if you wish to unsubscribe, you can use the unsubscribe link on all flyers we send out or us know by sending an e-mail using the contact form on the website.

14. CONSENT

‘The Website and landing pages’ processes personal data in line with GDPR because we do the following:

1) We are clear why we need data at the point of collection
2) We always use clear and concise language appropriate for the customer
3) We give customers control over their data. You are always able to decide whether to share your personal data with us or not
4) Under the GDPR principle accountability, the landing pages and ‘The Websites’ are able to demonstrate that we are GDPR compliant.
5) We will suppress or eradicate your data if requested to do so.
6) You can opt-out from further marketing communication.