Terms and Conditions

1. Definitions and Interpretation

1.1. In these conditions, unless the context otherwise requires:

• “Buyer” means the person, firm, or company who purchases the Goods from the Seller.
• “Contract” refers to any one or more contracts for the sale of Goods made between the Seller and the Buyer.
• “Force Majeure Circumstances” means circumstances beyond the Seller’s control, including, but not limited to, fire, flood, storm, act of God, war, riot, civil commotion, strikes, lockouts, and other industrial actions.
• “Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them).
• “Intellectual Property Rights” refers to patents, copyrights, registered and unregistered design rights, registered and unregistered trade and service marks, confidential information, and other rights protected by the law of passing off.
• “Price” means the price or prices for the Goods as referred to in condition 3.1.
• “Seller” refers to Clearway, located at Unit J2 Carlton Drive, Pen-Y-Fan Industrial Estate, Crumlin, Newport, NP11 4EA (Company No. 02495276).

1.2. The headings in these conditions are for convenience only and shall not affect their interpretation.

1.3. The use of any gender includes the other genders. The use of the singular includes the plural and vice versa.

1.4. The term “including” is intended to illustrate particular examples, and such examples are not meant to limit the interpretation or construction of these conditions or any other terms in these conditions.

1.5. Any obligation of a party not to do something includes an obligation not to permit or authorise the doing of it.

2. General

2.1. These conditions shall govern the Contract to the exclusion of all other terms and conditions, including any terms that the Buyer may attempt to apply through purchase orders, confirmations, specifications, or other documents.

2.2. Terms and conditions referenced in or accompanying the Buyer’s purchase order, confirmation, specification, or other documents shall not become part of the Contract simply due to their inclusion in such documents.

2.3. The Buyer acknowledges that it has not relied on any statement, promise, or representation made by the Seller or its representatives unless expressly set out in the Contract. This does not exclude or limit the Seller’s liability for fraudulent misrepresentation.

2.4. Any quotation provided by the Seller is an invitation for the Buyer to make an offer. An order placed by the Buyer shall only be accepted by the Seller when the Seller either provides written acknowledgement of the order or delivers the Goods, whichever occurs first. If no specific validity period for the quotation is stated, it is considered valid for 30 days.

2.5. If the Buyer consists of more than one person or entity, their liability under the Contract is joint and several.

2.6. Each right or remedy of the Seller under the Contract is in addition to and not in substitution for any other rights or remedies available, whether arising under the Contract or otherwise.

2.7. If any provision of the Contract is found by a court or relevant authority to be unlawful, invalid, void, unenforceable, or unreasonable, it will be severed to the extent necessary, with the remaining provisions continuing in full force and effect.

2.8. Any delay or failure by the Seller to enforce any part of the Contract does not waive any of its rights under the Contract.

2.9. A waiver by the Seller of any breach or default of the Contract by the Buyer does not constitute a waiver of any subsequent breach or default, nor shall it affect any other provision of the Contract.

2.10. The parties to the Contract do not intend any term of the Contract to be enforceable by third parties under the Contracts (Rights of Third Parties) Act 1999.

3. Prices

3.1. Unless otherwise agreed in writing by the Seller, the price for the Goods shall be the price set out in the Seller’s price list on the date of receipt of the order. However, if the Goods are scheduled for delivery more than 90 days after receipt of the order, the price for the Goods shall be the price set out in the Seller’s price list at the time of delivery or deemed delivery.

3.2. Unless otherwise stated or agreed in writing, all prices are “ex-works” and are exclusive of all applicable Value Added Tax (VAT) or any other tax, duty, tariff, or charge arising in the United Kingdom or elsewhere.

3.3. Additional charges may apply for any additions, alterations, or tests required by the Buyer.

3.4. Packaging materials will incur additional charges, but these will be credited in full if returned in good condition, carriage paid to the Seller, within 14 days of receipt by the Seller. Export cases are not returnable.

4. Delivery

4.1. When the Goods are ready for delivery, the Seller will notify the Buyer of the Goods’ readiness for collection. The Buyer must then either:
4.1.1. Collect the Goods within 7 days of the Seller’s notice; or
4.1.2. Provide the Seller with instructions for delivery at the Buyer’s expense.

4.2. If the Buyer fails to collect the Goods or provide delivery instructions as required in Condition 4.1, the Seller may, at its discretion:
4.2.1. Treat the failure as a repudiation of the Contract, terminating the Contract immediately. In such a case, the Seller may:
4.2.1.1. Dispose of the Goods as deemed fit; and
4.2.1.2. Retain or recover from the Buyer any payments made prior to termination, including any costs or expenses related to the disposal (such as storage and insurance) along with damages caused by the breach.
4.2.2. Arrange for storage of the Goods, and may:
4.2.2.1. Store the Goods at the Buyer’s risk; and
4.2.2.2. Recover from the Buyer all costs of storage and insurance incurred by the Seller, in addition to a reasonable fee for storage arrangements.

4.3. If the Seller arranges for the storage of the Goods in accordance with Condition 4.2.2, the Seller may, at any time, notify the Buyer to collect the Goods. If the Buyer fails to comply, the Seller may treat this as a repudiation or continue to store the Goods.

4.4. While the Seller will make reasonable efforts to meet the delivery date agreed, such dates are estimates only. Time for delivery shall not be deemed of the essence unless explicitly agreed otherwise. If no date is agreed, delivery will occur within a reasonable time.

4.5. Subject to the provisions in these terms and conditions, the Seller shall not be liable for any direct, indirect, or consequential loss caused by a delay in delivery, nor shall any delay entitle the Buyer to terminate the Contract unless the delay exceeds 90 days.

4.6. In case of delay caused by Force Majeure, the following shall apply:
4.6.1. The Seller will notify the Buyer as soon as reasonably practicable, but failure to provide notice does not affect the Seller’s liability.
4.6.2. The Seller’s delivery obligation shall be suspended for the duration of the Force Majeure event, and the delivery time shall be extended by the same duration.
4.6.3. The Seller, at its sole discretion, may terminate the Contract by providing notice to the Buyer, and shall not be liable for any losses caused by such termination.

4.7. The Seller’s rights under Condition 4 remain in effect even after the termination of the Contract.

5. Title and Risk

5.1. Risk in the Goods shall pass to the Buyer:
5.1.1. In the event of collection by the Buyer, at the time of collection;
5.1.2. In the event the Seller delivers the Goods, at the time the Goods leave the Seller’s premises;
5.1.3. In the event the Buyer fails to collect or provide delivery instructions, 7 days after the Seller’s notice of readiness.

5.2. Title to the Goods shall not pass to the Buyer until the Seller has received payment in full, in cash or cleared funds, for the Goods and any other sums due from the Buyer.

5.3. Until the title to the Goods passes:
5.3.1. The Buyer holds the Goods as fiduciary bailee for the Seller;
5.3.2. The Buyer must store the Goods separately from its own or third-party goods to remain identifiable as the Seller’s property, at no cost to the Seller;
5.3.3. The Buyer must not destroy, alter, or obscure any identifying mark or packaging;
5.3.4. The Buyer must maintain the Goods in good condition and insure them for their full price, against all risks, to the Seller’s reasonable satisfaction.

5.4. The Buyer may resell the Goods, before title passes, only under the following conditions:
5.4.1. The sale must be conducted in the ordinary course of the Buyer’s business and at full market value;
5.4.2. The sale is deemed to be made on the Buyer’s behalf, and the Buyer must act as principal.

5.5. The Buyer’s right to possession of the Goods shall terminate immediately upon any of the following events:
5.5.1. The Buyer becomes insolvent, bankrupt, enters liquidation, or takes steps under any insolvency legislation;
5.5.2. Execution is levied on the Buyer’s property or the Buyer fails to observe or perform any obligations under this Contract;
5.5.3. The Buyer encumbers or charges any Goods.

5.6. The Seller is entitled to recover payment for the Goods even if ownership has not passed to the Buyer.

5.7. The Buyer grants the Seller, its agents, and employees an irrevocable licence to enter any premises where the Goods are stored, to inspect them or recover them if the Buyer’s right to possession terminates.

5.8. Where the Seller cannot determine which Goods the Buyer no longer holds, the Buyer will be deemed to have sold all Goods in the order of their invoicing.

5.9. The Seller’s rights under this section remain effective even upon termination of the Contract.

6. Quantities

6.1. The Seller is entitled to deliver Goods by instalments of any size and in any order.

6.2. If the Seller delivers more or less than the agreed quantity of Goods the following provisions shall apply.

6.3. The Seller shall have no liability to the Buyer in respect of the excess or shortfall unless the Buyer gives the Seller notice of the excess or shortfall within 10 days of delivery. If the Buyer does give such notice;

6.3.1. In the case of excess deliveries the Seller will make arrangements for the excess to be returned to the Seller at the Seller’s expense;

6.3.2. In the case of short delivery the Seller may at its own discretion either;

6.3.2.1. make good the shortfall by one or more further deliveries; or

6.3.2.2. reduce the price by the same proportion as the shortage bears to the Contract quantity.

6.4. The Buyer shall not be entitled to reject any delivery on the ground of any excess or short delivery.

6.5. Save as provided in the conditions 6.1 to 6.4 above, the Seller shall not be liable for any losses caused by excess or short delivery.

7. Payment

7.1. Payment for Goods delivered is due not later than 60 days following the last day of the month in which the Goods are delivered. The Seller reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

7.2. Except where the Seller reduces the price in accordance with clause 6.3.2 or 8.3.2, the Buyer will pay the full invoice price for Goods delivered without any deduction or set off on the grounds of any alleged shortfall in delivery, defect in quality or failure to conform to specification, or other breach of Contract by the Seller.

8. Warranties

8.1 The Seller warrants that on delivery the Goods shall:

8.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

8.1.2 conform to the Contract specification and with any sample referred to in the specification.

8.2 The Seller shall have no liability for any breach of the warranties in condition 8.1 unless: 6 2659984.1

8.2.1 the Buyer gives written notice of the defect to the Seller within 7 days of the Goods being delivered; and

8.2.2 the Seller or the Seller’s representative is given a reasonable opportunity after receiving the notice of to visit the Buyer’s premises and examine such Goods.

8.3 The Seller shall not be liable for a breach of any of the warranties in condition 8.1 if:

8.3.1 the Buyer makes any further use of such Goods after giving such notice in accordance with clause 8.2; or

8.3.2 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

8.3.3 the Buyer alters or repairs such Goods without the written consent of the Seller.

8.4 Subject to condition 8.2 and condition 8.3, if any of the Goods do not conform with any of the warranties in condition 8.1 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Seller’s expense, return the Goods or the part of such Goods which is defective to the Seller.

8.5 If the Seller complies with condition 8.4 it shall have no further liability for a breach of any of the warranties in condition 8.1 in respect of such Goods.

8.6. The Seller does not warrant that the Goods are fit for any particular purpose of the Buyer.

8.7. The Seller shall not be liable for any economic loss suffered by the Buyer as a result of the failure of any Goods to conform to the contract specification, including loss of profit, business, goodwill or any consequential losses.

8.8. Same as provided in this condition 8, the Seller shall have no liability for any defect in the quality of the Goods or their failure to correspond to any description or sample or to be fit for any purpose and all other conditions, warranties, stipulations and undertakings, whether express or implied by statute or common law are excluded.

8.9. Nothing in these conditions excludes or limits the liability of the Seller:

8.9.1. for death or personal injury caused by the Seller’s negligence; or

8.9.2. for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or

8.9.3. for fraud or fraudulent misrepresentation.

9. Intellectual Property

9.1. If it is alleged that the Goods infringe any Intellectual Property Right of any third party the Buyer shall;

9.1.1. promptly notify the Seller of the alleged infringement;

9.1.2. allow the Seller to defend such third party claim as it thinks fit and allow the Seller to have control, at the Seller’s expense, of any litigation and/or negotiations relating thereto; and 7 2659984.1

9.1.3. shall not without the Seller’s consent to make any admission of liability in relation to such third party claim.

9.2. The Buyer will not without the Seller’s permission resell any Goods supplied under this Contract from which any label or logo has been removed or altered.

10. Lien

Without prejudice to any other remedies which the Seller may have the Seller has a general lien in respect of all debts due and payable by the Buyer on all Goods and property belonging to the Buyer in its possession and shall be entitled, upon the expiration of 14 days notice prior to the Buyer to dispose of such Goods or property as it think fit and to apply any proceeds of sale thereof towards the payment of such debt.

11. Law and Jurisdiction

11.1. The formation, construction and performance of this Contract shall be governed in all respects by English Law

11.2. It is agreed that the English Courts shall have the sole jurisdiction to decide any dispute arising out of or in connection with formation, construction or performance of this contract. By processing payment on your transaction you are confirming acceptance of these Terms and Conditions on behalf of the Buyer:

12. Coupons

12.1. All coupons are for single use only, unless otherwise specified.

12.2. Coupons are not permanent and are only valid during the duration of the associated offer. Please note that coupon codes may expire, so we recommend using them as soon as possible.