Terms and Conditions
All orders are accepted and executed on the understanding that the Buyer is bound by the following Conditions of Sale. These can only be varied in writing by a Director of Clipper UK Ltd and are to the exclusion of all other terms or conditions of purchase, sale or otherwise.
(a) No orders will be considered as binding on Clipper UK Ltd (“Clipper”) until accepted in writing or by delivery of the goods ordered. Orders are accepted on these conditions.
(b) Where goods are made to the Buyer’s specification, instructions or designs, the Buyer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, registered design, trade mark, trade name or copyright and any loss, damage or expense which it may incur by reason of such infringement in any country and the Buyer undertakes further to indemnify Clipper for any loss, damage or expense in respect of any liability arising under or by reason of the provisions of the Consumer Protection Act 1987 in relation to the specification or design of such goods.
Prices include delivery to addresses in the United Kingdom unless otherwise stated. Clipper reserves the right to charge extra delivery charges where the delivery is below the stated minimum order quantity. Every endeavour will be made to effect delivery within the date or dates quoted by Clipper or specified by the Buyer. No liability will be accepted by Clipper for failure to do so.
4. Delivery and rejections
No goods ordered by the Buyer will be accepted for return or rejection by the Buyer unless a customer authorisation number has been obtained from Clipper and such goods are in a saleable condition. Such a number must be quoted on all deliveries of returns including any return as a result of damage, shortage or loss. Any such returns may at the discretion of Clipper be the subject of a 10% administration and handling charge on the invoiced amount of the returned goods.
5. Damage, shortage or loss
Clipper will not accept any claim for damage, shortage or loss in transit or non –delivery unless:
(a) such a claim is notified in writing, by the Buyer, within 3 days after the date of delivery and where goods are consigned by an outside carrier only if the Buyer complies in all respects within the carrier’s conditions of carriage notifying claims for damages, shortages; or
(b) Non-delivery is notified in writing to Clipper within 14 days of Clipper’s invoice date.
(a) The prices quoted and, where applicable, recommended by Clipper, in the price list, are ruling at the date of despatch. When goods are delivered to the Buyer’s order in instalments the prices are those ruling at the date of despatch of each instalment.
(b) Any minimum order quantities, values or discounts (where applicable) shown in Clipper’s price list are ruling at date of despatch.
(c) Value Added Tax or such other comparable tax is charged additionally at the appropriate rate or rates ruling at date of invoice.
(d) Excise Duty, where applicable, is included in Clipper’s price list. Any change in the rate of excise duty will be reflected in an adjustment of prices at the date of despatch of the goods.
(e) Any additional instructions or any errors or omissions in instructions from the Buyer resulting in extra costs, Clipper reserves the right to charge any such extras to the Buyer.
(a) Full payment of each invoice is due to Clipper within 30 days from the date of the invoice.
(b) All con tracts for the sale of our goods shall be deemed to have been made in the address given over, and payments of all invoices must be made to that office.
(c) Clipper reserves the right to charge interest on overdue payment from the date they become due, at an annual rate of not less that 4% above the Base Lending Rate of National Westminster plc on a daily basis. This will be without prejudice to the other rights of Clipper.
(d) In addition, Clipper reserves the right to recover any third party collection costs incurred by it as a result of the Buyer’s failure to pay in accordance with 7(a).
8. Risk and title
(a) Unless stated otherwise, the risk in the goods shall pass to the Buyer when the goods are delivered and the Buyer shall be responsible for the insurance of such goods
(b) Until Clipper has received payment of all monies owed to them at any time by the Buyer on any account whatsoever.
(i) Title in the goods shall remain with Clipper and the Buyer shall store them or keep them in such a way as to clearly indicate that the title in them remains with Clipper.
(ii) Subject to (iii) and (iv) below the Buyer shall be at liberty to resell the goods in the ordinary course of business and title in the goods comprised in any such resale (but not in any other products) shall pass to the Buyer immediately prior thereto.
(iii) Clipper may at any time revoke the Buyer’s power of resale by notice to the Buyer if the Buyer is in default for longer than 7 days in the payment of any sum whatsoever owed to Clipper.
(iv) The Buyer’s power of resale shall cease automatically if the Buyer goes into liquidation or has a Receiver appointed or commits any other act of insolvency.
(v) Upon determination of the Buyer’s power of resale the Buyer shall place all goods not previously resold at Clipper’s disposal as Clipper’s bailee. Clipper shall be entitled to enter any premises of the Buyer to remove such goods from the premises and to resell or otherwise deal with such goods for the benefit
of Clipper but the amount of monies owed to Clipper by the Buyer shall be reduced by the sale price of any goods recovered by Clipper to the extent that the same are in saleable condition, less any costs incurred in recovering them.
9. Cancellation and suspension - Clipper have the right to cancel all or any contracts or withhold delivery if:
(a) the Buyer fails to pay any monies owing by the due date;
(b) the Buyer commits any breach of contract;
(c) the Buyer goes into liquidation or has a Receiver appointed or commits any act of insolvency; or
(d) Clipper has any reason to doubt the credit worthiness of the Buyer. The Buyer may not cancel any order with Clipper unless agreement is given by Clipper in writing and a customer authorisation number is obtained. In the event of any such cancellation the Buyer shall reimburse Clipper for any expenditure and costs incurred in connection with the contract or order so cancelled including a discretionary 10% administration and handling charge on the invoiced amount of the returned goods.
10. Disputes and set-off
The Buyer shall not be entitled to withhold payment of any monies invoiced by and due to Clipper because of any disputed claim.
Clipper maintains a programme of continuous product development and therefore reserves the right to amend specifications and prices without prior notice. Similarly Clipper reserves the right to withdraw products from its range without prior notice. Advertisements, catalogue and other written material are only intended to present a general indication of products referred to therein and in no part shall be binding on Clipper.
12. Force majeure
Clipper accept no liability for delay or non-fulfilment of any terms of the contract caused by force majeure or any industrial dispute, accident, fire, scarcity of material or labour or by any cause not directly within its control.
No indulgence or failure by Clipper to enforce any of its rights shall constitute a waiver of any such right or preclude to Clipper from the thereafter exercising these rights.
(a) Clipper shall not be responsible for any injury, loss or damage howsoever caused arising directly or indirectly from the storage of its goods or their incorrect use save where such goods are stores on Clipper’s premises or where liability arises as a result of Clipper’s negligence and results in personal injury or death. Any advice or recommendations given by Clipper as to the mode of storage or correct use of its products will be given without liability on the part of Clipper.
(b) The Buyer warrants that it will pass on to all third parties to whom it may supply the goods all information as to the use and safe handling of the goods as may have been passed on to the Buyer by Clipper.
All contracts to which these conditions apply shall be construed and take effect in accordance with the English Law and the English courts shall have exclusive jurisdiction. Any notices to be given shall either be delivered personally or sent by first class recorded delivery. The address for service of a company shall be its registered office for the time being and the address for service of an individual shall be his usual or last known place of business. A notice shall be deemed served if personally delivered at the time of delivery if posted at the expiration of 48 hours after the envelope containing the same was posted. In proving such service it shall be sufficient to show that personal delivery was made, or that the envelope containing such notice was properly addressed and dispatched, as the case maybe.