Clarity Plastics Limited Standard Terms and Conditions of Sale
These Terms and Conditions apply to the supply of goods and services by Clarity Plastics Limited to business customers, unless alternative terms have been expressly agreed in writing.
In these Terms and Conditions:
References to writing include correspondence by email.
2.1 These Conditions apply to all quotations, orders and Contracts entered into by the Company unless otherwise agreed in writing by an authorised representative.
2.2 Where these Conditions have been provided or brought to the Buyer’s attention before entering into a Contract, they shall apply to the exclusion of any conflicting terms proposed by the Buyer, unless expressly accepted in writing by the Company.
2.3 Any agreed customer-specific contractual arrangements shall take precedence over these Conditions to the extent of any inconsistency.
2.4 No variation to these Conditions shall be effective unless agreed in writing by both parties.
3.1 All quotations are valid for 30 days from the date of issue unless otherwise stated or withdrawn by the Company.
3.2 Quotations do not constitute binding offers. A Contract is formed when the Company accepts the Buyer’s order in writing or otherwise expressly confirms acceptance.
3.3 The specification, quantity, price and delivery requirements shall be those detailed in the Company’s accepted quotation, order acknowledgement or other agreed documentation.
3.4 Changes to quantities, specifications, materials, delivery schedules or other requirements must be agreed in writing and may result in adjustments to pricing or delivery dates.
3.5 The Company reserves the right to decline orders or proposed amendments that cannot reasonably be accommodated within its manufacturing capabilities or available capacity.
4.1 Goods shall be manufactured in accordance with the specifications, drawings, materials and quality requirements agreed between the Company and the Buyer.
4.2 Where the Buyer provides designs, drawings, specifications or material requirements, the Buyer shall remain responsible for their suitability for the intended application, except to the extent that the Company has expressly accepted responsibility for their design or development.
4.3 The Company shall exercise reasonable skill and care when providing design, technical or manufacturing advice. Any changes affecting an agreed specification shall require appropriate approval.
4.4 The Buyer is responsible for confirming that the agreed product design and specification meet its intended application and relevant regulatory requirements, except where responsibility has been expressly allocated to the Company.
4.5 Any samples, prototypes or trial components submitted for approval shall be subject to the agreed validation and approval process before production commences.
5.1 Prices shall be those stated in the Company’s accepted quotation or order acknowledgement.
5.2 Unless otherwise agreed, prices are quoted ex works from the relevant Company manufacturing facility and exclude delivery, packaging, insurance and any other additional services.
5.3 All prices exclude VAT and other applicable taxes or duties, which shall be charged at the prevailing rate.
5.4 Additional costs arising from Buyer-requested changes, expedited production, overtime, special packaging or delivery arrangements shall be charged separately where agreed.
5.5 Where significant changes in raw material costs, energy, transport, duties or other external costs affect the commercial basis of an accepted order, the Company may propose a price adjustment. Any amendment to an agreed Contract price shall be subject to the Contract’s applicable price review provisions or further written agreement.
6.1 Unless otherwise agreed in writing, payment is due by the end of the calendar month following the month of dispatch.
6.2 Where a credit account has not been approved, the Company may require payment in advance or against a pro forma invoice before Goods are dispatched or Services undertaken.
6.3 The Company reserves the right to establish and review credit limits and to suspend further supplies where agreed credit limits are exceeded or payments become overdue, subject to applicable law.
6.4 Payments shall be made in full without deduction, withholding or set-off, except where required by law or agreed in writing by the Company.
6.5 Where payment is overdue, the Company reserves the right to claim statutory interest and applicable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
6.6 The Company may recover reasonable costs incurred in collecting overdue debts to the extent permitted by law.
7.1 Delivery dates are estimates unless expressly agreed otherwise in writing. The Company shall use reasonable endeavours to meet agreed delivery schedules.
7.2 Unless otherwise agreed, delivery shall take place when Goods are made available for collection at the Company’s nominated premises.
7.3 Where the Company agrees to deliver Goods to the Buyer’s premises or another specified location, the delivery arrangements and applicable charges shall be confirmed separately.
7.4 Where deliveries are made in instalments, each instalment may be invoiced separately. Any issue affecting one instalment shall not automatically entitle the Buyer to cancel the entire Contract.
7.5 The Company shall not be liable for delivery delays caused by circumstances outside its reasonable control, subject to applicable law.
7.6 Where the Buyer fails to collect or accept Goods when reasonably required, the Company may arrange appropriate storage and recover reasonable additional handling, storage and insurance costs. Following reasonable written notice, the Company may also exercise any lawful rights concerning the disposal or resale of uncollected Goods.
8.1 The Company shall manufacture and supply Goods in accordance with the agreed specifications and applicable contractual quality requirements.
8.2 The Buyer shall undertake reasonable incoming inspection and quality checks appropriate to its manufacturing processes and intended use of the Goods.
8.3 Any apparent damage, shortage or visible non-conformity should be reported to the Company in writing within seven days of delivery, providing sufficient details to allow investigation.
8.4 Claims relating to non-delivery should be notified within 21 days of the agreed or notified delivery date.
8.5 Defects that could not reasonably have been identified during initial inspection shall be reported promptly following discovery.
8.6 The Company shall investigate notified quality concerns and, where responsibility is established, agree appropriate corrective action, which may include repair, replacement, rework or credit, subject to the Contract and applicable law.
8.7 The Buyer shall, where reasonably practicable, notify the Company before undertaking sorting, reworking, disposal or other corrective measures for which reimbursement may be sought, except where immediate action is reasonably necessary for safety or regulatory compliance.
8.8 The Company shall not be responsible for additional costs arising from the Buyer’s unreasonable failure to carry out appropriate quality checks or to mitigate losses, to the extent permitted by law.
9.1 Tooling supplied by the Buyer shall remain the Buyer’s property unless otherwise expressly agreed.
9.2 Where the Company manufactures or procures Tooling specifically for the Buyer, ownership shall be determined by the agreed tooling quotation or Contract. Where Buyer ownership is expressly agreed, title shall pass upon receipt of full payment for that Tooling.
9.3 Customer-owned Tooling held at the Company’s premises shall be used for the agreed manufacturing purposes unless otherwise authorised by the Buyer.
9.4 The Company shall exercise reasonable care in the handling, storage and use of customer-owned Tooling. Any specific insurance, maintenance or storage arrangements shall be agreed separately.
9.5 Tooling remains subject to normal operational wear and tear. Significant repairs, modifications or refurbishment outside agreed maintenance arrangements may require separate quotation and authorisation.
9.6 Where the Buyer supplies Tooling for transfer into the Company’s manufacturing facilities, the Company may undertake an initial assessment to establish its condition and suitability for production. Any necessary corrective work shall be agreed before proceeding.
9.7 Requests for the return or transfer of customer-owned Tooling shall be subject to reasonable notice, agreed logistical arrangements and any lawful rights relating to outstanding charges or obligations.
10.1 Risk in the Goods shall pass to the Buyer upon collection or, where delivery has been agreed, in accordance with the agreed delivery arrangements.
10.2 Ownership of Goods shall remain with the Company until the Company has received full payment for those Goods.
10.3 Until ownership passes, the Buyer shall, insofar as reasonably practicable, keep the Goods identifiable, appropriately stored and protected against damage.
10.4 The Buyer may use or resell Goods in the ordinary course of business before ownership passes, but shall remain responsible for payment in accordance with the Contract.
10.5 Where Goods remain the Company’s property, the Company reserves any lawful rights to recover those Goods in the event of non-payment.
11.1 Each party retains ownership of its pre-existing intellectual property, including designs, drawings, technical information, processes and manufacturing know-how.
11.2 The provision of drawings, samples, specifications or other information shall not transfer intellectual property rights unless expressly agreed in writing.
11.3 The Buyer warrants that it has the necessary rights to provide specifications, drawings and other technical information for use in fulfilling the Contract.
11.4 Both parties shall treat commercially sensitive, technical and confidential information received from the other as confidential and shall not disclose it to third parties except where necessary for the performance of the Contract, authorised in writing or required by law.
11.5 The Company may use approved subcontractors and specialist suppliers where reasonably necessary to fulfil its obligations, subject to agreed confidentiality and customer approval requirements.
12.1 Nothing in these Conditions shall exclude or restrict liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, breach of obligations relating to title, or any other liability that cannot lawfully be excluded or restricted.
12.2 Subject to clause 12.1 and the requirements of applicable law, the Company’s aggregate liability arising from a Contract shall not exceed the total price paid or payable for the affected Goods or Services under the relevant order.
12.3 Subject to clause 12.1 and applicable law, the Company shall not be liable for indirect or consequential losses, loss of profit, loss of business, loss of revenue or loss of anticipated savings arising from the Contract.
12.4 The Company shall not be responsible for defects arising solely from Buyer-specified designs, inappropriate use, incorrect storage, improper handling or unauthorised modifications after delivery, except to the extent caused by the Company’s breach of its own obligations.
12.5 Both parties shall take reasonable steps to minimise losses arising from any breach of Contract.
13.1 Once an order has been accepted, cancellation or amendment by the Buyer shall require the Company’s written agreement.
13.2 Where cancellation is agreed, the Company may recover reasonable and demonstrable costs incurred, including committed materials, work in progress, completed Goods, tooling expenditure and other unavoidable costs directly attributable to the cancelled order, together with any reasonable loss of margin recoverable under the Contract and applicable law.
13.3 The Company shall take reasonable steps to mitigate costs resulting from cancellation.
13.4 The Company may suspend performance where the Buyer commits a material breach of Contract and fails to remedy that breach within a reasonable period following written notice, subject to applicable law.
13.4 The Company may suspend performance where the Buyer commits a material breach of Contract and fails to remedy that breach within a reasonable period following written notice, subject to applicable law.
14.1 Neither party shall be liable for delays or failure to perform its obligations caused by events beyond its reasonable control.
14.2 Such events may include natural disasters, fire, flooding, war, civil unrest, government restrictions, major transport disruption, interruption of utilities, significant supplier disruption or other events that could not reasonably have been prevented.
14.3 The affected party shall notify the other as soon as reasonably practicable and take reasonable steps to minimise the impact.
14.4 Where such circumstances continue for an extended period, the parties shall discuss appropriate arrangements for the affected obligations, including any necessary revision to delivery schedules or termination of outstanding work.
15.1 Either party may terminate a Contract where the other commits a material breach that remains unremedied following reasonable written notice, subject to any agreed contractual provisions.
15.2 Any right to suspend supplies, terminate a Contract or take other action following an insolvency event shall be exercised only to the extent permitted by applicable insolvency legislation.
15.3 Termination shall not affect accrued payment obligations or other rights and liabilities arising before the date of termination.
16.1 Failure by the Company to enforce any provision of these Conditions shall not constitute a waiver of its rights.
16.2 If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in effect.
16.3 Neither party may assign its rights or obligations under a Contract without the other’s prior written consent, such consent not to be unreasonably withheld.
16.4 Any formal notice required under a Contract shall be provided in writing to the relevant party’s notified business or registered address, or to an email address expressly designated for contractual notices.
16.5 These Conditions and any Contract arising from them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from the Contract, unless otherwise agreed in writing.
Clarity Plastics Limited
Registered in England and Wales
Company Registration Number: 16590155
Registered Office:
120 Highgate Street, Birmingham, B12 0XR
