In these Terms and Conditions the vendor, Clear Amber Group Ltd (SC545283) is referred to by the abbreviation “CA”; and any other party with whom CA contracts for sale of goods or services is called “the customer”.
CA shall sell and the customer shall purchase the goods in accordance with CA’s price on the customer’s log in to CA Website at the time and date of the customer placing an order, subject to these Terms and Conditions, which shall govern the contract to the exclusion of any other terms. Whilst CA will always endeavour to give reasonable notice of price changes, CA reserves the right to amend the customer prices from time to time without notice, including, but not limited to, force majeure events, and regional, national or global events beyond CA’s control.
CA reserves the right to revise and amend these Terms and Conditions from time to time. The customer will be subject to the policies and Terms and Conditions in force at the time that the goods are ordered, unless any change is required by law to any part of CA policies or Terms and Conditions. In any event the remaining unaffected CA policies and Terms and Conditions will remain in force.
The customer shall be responsible for all risk in the goods sold as soon as they are delivered to the specified delivery address (in the case of goods to be delivered otherwise than at CA’s premises), whether or not this is the customer’s own address, or (in the case of goods to be delivered at CA’s premises) at the time when CA notifies the customer that the goods are ready for collection.
Notwithstanding delivery and the passing of risk in the goods sold to the customer or any other provision of these Terms and Conditions, goods shall remain the property of CA until CA has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by CA to the customer for which payment is then due. Until such time as the property in the goods passes to the customer:
(a) the customer shall hold the goods as CA’s fiduciary agent, and shall keep the goods separate from those of the customer and third parties and properly stored, protected, insured and identified as CA’s property, but the customer may resell or use the goods in the ordinary course of business; and
(b) provided the goods are still in existence and have not been resold, CA may at any time require the customer to deliver up the goods to CA and, if the customer fails to do so forthwith, enter on any premises of the customer or any third party where the goods are stored and repossess the goods, and the customer shall for that purpose afford CA or its agent access to any premises where the goods may be situated.
The customer shall not be entitled to pledge, create a lien over or in any way charge by way of security for any indebtedness any of the goods which remain the property of CA, provided that if the customer does so, all moneys owing by the customer to CA shall (without limiting any other right or remedy of CA) forthwith become due and payable.
5. Specification of Goods
Any samples, drawings, or illustrations or other specification of goods contained in CA’s brochure or website, or otherwise provided to the customer, are produced solely to give the customer a guide in respect of the goods they describe or depict. CA shall not be liable for any variation of the goods which are produced, including, but not limited to, any variation of the design, structure, colour or shade of the goods.
6. Defective Goods
CA will replace or at its absolute discretion refund the purchase price of any goods supplied to the customer which in the opinion of CA are in any way not in accordance with the contract, except where the customer or someone acting on his behalf has signed that the goods were received in good condition, in which case liability attributable to CA shall only cover goods which in the opinion of CA were damaged or defective before leaving CA’s premises or CA’s vehicle. Where a carrier’s or transport company’s note bearing the words “Received in
Good Condition” or similar has been endorsed by the customer with words such as “Unexamined”, this endorsement shall not have the effect of making CA or the carrier or transport company liable for any shortfall, damaged or defective goods subsequently discovered. In any case the liability of CA shall extend to no more than the purchase price paid for the goods, and shall in no circumstance whatsoever include any direct, indirect or consequential loss or damage however caused. CA shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence or alteration or repair of the goods without CA’s approval, or as a result of a force majeure event.
The customer shall notify CA immediately of any discrepancy, shortfall or damage to the goods supplied. Any claim under paragraph 6 above shall in any case be made to CA within three days of delivery or collection. If delivery is not refused and the customer does not notify CA of a discrepancy, shortfall or damage to the goods supplied in accordance with the foregoing, the customer shall not be entitled to reject the goods and CA shall have no liability for such defect or failure, and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8. Late delivery/non delivery
Delivery will be made by the customer collecting the goods at CA’s premises at any time after CA has notified the customer that the goods are available for collection or, if some other place for delivery is agreed, by CA delivering the goods to that place.
If the customer orders goods that will incur exceptional additional distribution costs due to very large items, with relatively low order value, and/or a delivery address where there is restricted access for articulated vehicles required to deliver the very large items, and or where manual unloading of very large items is required, CA reserves the right to charge additional costs required to make the delivery. These costs will be quoted before delivery, and the customer shall have the right to cancel the order.
In no circumstances whatsoever shall CA be liable for any loss whether direct, indirect or consequential due to goods not being delivered by any specified time or date. Delivery times are given in good faith but shall not be binding and may on occasions be affected by circumstances beyond the control of CA.
If the customer fails to take delivery of the goods or fails to give CA adequate delivery instructions at the time stated for delivery then, without limiting any other right or remedy available to CA, CA may:
(a) store the goods until actual delivery to the customer and charge the customer for the reasonable costs (including insurance) of storage; or
(b) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the customer for any shortfall below the price under the contract.
No goods are sold by CA as being fit for any particular purpose since conditions of use are beyond our control. No goods shall be ordered, nor will they be supplied, on a sale or return basis. CA may, at its absolute discretion exchange undamaged goods, subject to the goods being returned to a CA Premises in the original packaging in an undamaged state, or where collection is requested by the customer, a minimum collection charge of £45.00 + VAT or 35% of the original sale value, whichever is greater, which shall be payable by the customer.
No order for bespoke goods or for goods which have been altered, cut, treated, coloured or manufactured in any manner to the customer’s specification (irrespective of how such order was placed), can be cancelled by the customer in any circumstances or at any time. Due to the bespoke nature of such goods, CA is unable to resell goods made to the customer’s specification and accordingly, reserves its right to payment in accordance with paragraph 12 below.
For the avoidance of doubt, orders for flat sheet products, whether solid or multilayered, or orders for any made-to-measure bespoke products, cannot be cancelled in any circumstances, and once delivered, such goods cannot be returned by the customer, in any circumstances. For sheet products this is due to the fact that standard sheet sizes within CA’s price list are optimised and cut from larger stock sizes.
11. Customers Liability
In requesting delivery onto premises or ordering a delivery vehicle off the public road for the purpose of making a delivery to any site, the customer shall accept responsibility for any damage to persons or property resulting from this action however caused.
Payment of the purchase price shall become due and be paid by the customer within 30 days of the date of the invoice sent by CA. If the customer fails to make any payment due to CA under the contract by the due date for payment, then without prejudice to any other rights which CA may have, CA reserves the right to charge the customer interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate, from time to time.
CA reserves the right to pass on to the customer any bank charges incurred as a result of dishonoured cheques, and to charge interest at the currently approved rate on overdue payments. All monthly credit accounts shall be settled by the fifteenth day of the month following the dates of the relevant invoices. If the customer fails to make any payment due to CA under a monthly credit account by the fifteenth day of the month following the dates of the relevant invoices, CA reserves the right to charge the customer interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate, from time to time.
CA reserves the right to refer any instances of nonpayment of monies outstanding to a debt collection agency, without prior written notice to the customer. CA reserves the right to seek full reimbursement of any fees or disbursements paid to the debt collection agency, in recovery of the monies outstanding to CA from the customer.
If the customer fails to make any payment on the due date, without limiting any other right or remedy available to CA, CA may cancel the contract or suspend further deliveries to the customer
In the event that:
(a) the customer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the customer (within the meaning of the Insolvency Act 1986);
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer;
(c) the customer ceases, or threatens to cease, to carry on business; or
(d) CA reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly, then without limiting any other right or remedy available to CA, CA may cancel the contract or suspend any further deliveries under the contract without any liability to the customer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
These Terms and Conditions shall be deemed to be the basis of any contract entered into with CA for the sale of any goods or services, and shall be construed in accordance with English law where the customer’s invoice address is in England, and Scottish law in all other cases.
15. E-COMMERCE & WEBSITE ORDERS
Orders placed online via CA’s e-commerce platforms, can only be placed by customers’ staff that have requested log on credentials from CA. The Customer agrees that they will ensure that they and any of their staff who obtain log on credentials shall keep them confidential at all times and shall accept full responsibility for the values and payment thereof of orders placed on any CA domains and websites.
The Customer also agrees to immediately report to CA, any misuse of their credentials and if they suspect that the confidentiality of them may have been in any way breached. The customer shall also ensure that they only log on using their credentials via secure computers owned by the Customer.
16. E-COMMERCE & WEBSITE PRIVACY
The Customer understands and accepts that the areas of the website that require a log in password to access them, are for the exclusive viewing and use of the Customer’s staff and contain privileged information including net prices, and credit limits that must be kept confidential at all times.