Terms and Policies

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Terms and Conditions for the supply of Goods and/or Services.

Dated 23 September 2016

The Customer's attention is particularly drawn to the provisions of clause 10.

1. INTERPRETATION

1.1 Definitions.

In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

Clamcleats Ltd: company registered in England and Wales with company number 863439.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.8.

Contract: the contract between Clamcleats Ltd and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from Clamcleats Ltd.

Delivery Location: has the meaning set out in clause 3.2.

Force Majeure Event: has the meaning given to it in clause 14.1(a).

Goods: the goods (or any part of them) set out in the Specification or the Order and includes any tooling as applicable.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer's order for the supply of Goods and/or Services, or the Customer's written acceptance of Clamcleats Ltd's quotation.

Quotation: the quotation, for goods and/or services, supplied by Clamcleats Ltd to the Customer prior to an Order.

Services: the services, including any deliverables, supplied by Clamcleats Ltd to the Customer as set out in the Specification.

Specification: in relation to Goods or services, any specification (including any relevant plans or drawings) that is agreed in writing by Clamcleats Ltd, as qualified by any conditions set out in the Quotation.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and(e) a reference to writing or written includes faxes, e-mails and any other form of written electronic communication.

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2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from Clamcleats Ltd in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Clamcleats Ltd issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 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 Clamcleats Ltd which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by Clamcleats Ltd and any descriptions or illustrations contained in Clamcleats Ltd's catalogues, brochures or websites are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or any other contract between Clamcleats Ltd and the Customer for the supply of the Goods and/or Services.

2.4 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.

2.5 Any quotation given by Clamcleats Ltd shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue unless otherwise stated in writing.

2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Clamcleats Ltd shall be subject to correction without any liability on the part of Clamcleats Ltd.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

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3. Delivery of Goods

3.1 Clamcleats Ltd shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

3.2 Unless otherwise agreed, delivery is ex-works and the Customer shall collect the Goods from Clamcleats Ltd's premises at Watchmead, Welwyn Garden City, AL7 1AP (Delivery Location) within three Business Days of Clamcleats Ltd notifying the Customer that the Goods are ready.

3.3 Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location or the Goods' arrival at such other delivery address as may be agreed, as the case may be.

3.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Clamcleats Ltd shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Clamcleats Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.5 If Clamcleats Ltd fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Clamcleats Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or by the Customer's failure to provide Clamcleats Ltd with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

3.6 The Customer shall not be entitled to reject the Goods if Clamcleats Ltd delivers up to and including 5 (five) per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

3.7 Clamcleats Ltd may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

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4. QUALITY OF GOODS

4.1 Clamcleats Ltd warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:(a) conform in all material respects with their description and any applicable Specification;(b) be free from material defects in design, material and workmanship;(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and(d) be fit for any purpose held out in writing by Clamcleats Ltd.

4.2 Subject to clause 4.3, if:

(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1;

(b) Clamcleats Ltd is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by Clamcleats Ltd) returns such Goods to Clamcleats Ltd's place of business at Clamcleats Ltd’s cost,Clamcleats Ltd shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3 Clamcleats Ltd shall not be liable for the Goods' failure to comply with the warranty in clause 4.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2;

(b) the defect arises because the Customer failed to follow Clamcleats Ltd'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;

(c) the defect arises as a result of Clamcleats Ltd following any drawing, design or specification suppied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of Clamcleats Ltd; or

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

4.4 Except as provided in this clause 4, Clamcleats Ltd shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.

4.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Clamcleats Ltd under clause 4.2.

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5. TITLE AND RISK

5.1 The risk in the Goods shall pass to the Customer on completion of delivery.

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

(a) the Goods; and

(b) any other goods that Clamcleats Ltd has supplied to the Customer.

5.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as Clamcleats Ltd's bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Clamcleats Ltd's property;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Clamcleats Ltd's behalf from the date of delivery;

(e) notify Clamcleats Ltd immediately if it becomes subject to any of the events listed in clause 12.1

(b) to clause 12.1(l); and

(f) give Clamcleats Ltd such information relating to the Goods as Clamcleats Ltd may require from time to time,but the Customer may resell or use the Goods in the ordinary course of its business.

5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(l), or Clamcleats Ltd reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Clamcleats Ltd may have, Clamcleats Ltd may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

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6. SUPPLY OF SERVICES

6.1 Clamcleats Ltd shall provide the Services to the Customer in accordance with the Specification in all material respects.

6.2 Clamcleats Ltd shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

6.3 Clamcleats Ltd shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Clamcleats Ltd shall notify the Customer in any such event.

6.4 Clamcleats Ltd warrants to the Customer that the Services will be provided using reasonable care and skill.

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7. CHANGE CONTROL

7.1 If either party wishes to change the Specification, it shall submit details of the requested change to the other in writing.

7.2 If the Customer requests a change to the Specification, Clamcleats Ltd shall, within a reasonable time, provide a written estimate to the Customer of:

(a) the likely time required to implement the change;

(b) any variations to Clamcleats Ltd's charges arising from the change; and

(c) any other impact of the change on the terms of the Contract.

7.3 If Clamcleats Ltd requests a change to the Specification, the Customer shall not unreasonably withhold or delay consent to it.

7.4 If the Customer wishes Clamcleats Ltd to proceed with the change, Clamcleats Ltd has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Specification and any other relevant terms of the Contract to take account of the change.

8. CUSTOMER'S OBLIGATIONS

8.1 The Customer shall:

(a) ensure that the terms of the Order and the information it provides in the Specification are complete and accurate, for Goods and/or Services;

(b) co-operate with Clamcleats Ltd in all matters relating to the Services;

(c) provide Clamcleats Ltd, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Clamcleats Ltd to provide the Services;

(d) provide Clamcleats Ltd with such information and materials as Clamcleats Ltd may reasonably require to supply the Goods and/or Services, and ensure that such information is accurate in all material respects;

(e) prepare the Customer's premises for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g) keep and maintain all materials, equipment, documents and other property of Clamcleats Ltd (Clamcleats Materials) at the Customer's premises in safe custody at its own risk, maintain ClamcleatsMaterials in good condition until returned to Clamcleats Ltd, and not dispose of or use ClamcleatsMaterials other than in accordance with Clamcleats Ltd's written instructions or authorisation; and

8.2 The Customer shall ensure that any specification for Goods or tooling produced by it to Clamcleats Ltd shall be accurate and fit for purpose in producing the relevant Goods. For the avoidance of doubt, the act of agreeing such specification shall impose no liability on Clamcleats Ltd in connection with the accuracy or fitness for purpose of such specification. To the extent that any such specification proves to be inaccurate or not fit for purpose, the Customer shall indemnify Clamcleats Ltd for any additional costs incurred in producing the relevant Goods and shall pay Clamcleats Ltd for any additional Services required to produce the relevant Goods.

8.3 If Clamcleats Ltd's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Clamcleats Ltd shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Clamcleats Ltd's performance of any of its obligations;

(b) Clamcleats Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Clamcleats Ltd's failure or delay to perform any of its obligations as set out in this clause 8.2; and

(c) the Customer shall reimburse Clamcleats Ltd on written demand for any costs or losses sustained or incurred by Clamcleats Ltd arising directly or indirectly from the Customer Default.

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9. CHARGES AND PAYMENT

9.1 The price for Goods shall be the price set out in the Quotation or, if no price is quoted, the price set out in Clamcleats Ltd's published price list as at the date of delivery. Unless otherwise agreed the price of the Goods is exclusive of all costs and charges of insurance and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

9.2 Where applicable the charges for Services shall be as detailed in the Quotation.

9.3 Any additional services shall be charged on a time and materials basis as notified by Clamcleats Ltd to the Customer from time to time.

9.4 Clamcleats Ltd shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Clamcleats Ltd engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Clamcleats Ltd for the performance of the Services, and for the cost of any materials.

9.5 Clamcleats Ltd reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Clamcleats Ltd that is due to:

(a) any factor beyond the control of Clamcleats Ltd (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification in respect of the Goods; or

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Clamcleats Ltd adequate or accurate information or instructions in respect of the Goods.

9.6 In respect of Goods, Clamcleats Ltd shall invoice the Customer on or at any time after completion of delivery or as otherwise provided in the Quotation. In respect of Services, Clamcleats Ltd shall invoice the Customer as detailed in the Quotation or otherwise on completion of the relevant Services. Any payment made prior to delivery in accordance with any payment schedule set out in the Quotation shall be treated as a non-refundable deposit.

9.7 The Customer shall pay each invoice submitted by Clamcleats Ltd:

(a) within 30 days of the date of the invoice, unless otherwise agreed; and

(b) in full and in cleared funds in the currency and to a bank account nominated in writing by Clamcleats Ltd, andtime for payment shall be of the essence of the Contract.

9.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Clamcleats Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Clamcleats Ltd, pay to Clamcleats Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.9 Without limiting any other right or remedy of Clamcleats Ltd, if the Customer fails to make any payment due to Clamcleats Ltd under the Contract by the due date for payment (Due Date), Clamcleats Ltd shall have the right to charge interest on the overdue amount at the rate of three (3) per cent per annum above the then current HSBC Bank's base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.10 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Clamcleats Ltd in order to justify withholding payment of any such amount in whole or in part. Clamcleats Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Clamcleats Ltd to the Customer.

9.11 Until all amounts due under the Contract have been paid in full, Clamcleats Ltd shall have a general lien on any tooling or other property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to Clamcleats Ltd. Clamcleats Ltd shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such tooling or other property in such manner and at such price as it thinks fit and to apply the proceeds towards the amounts outstanding.

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10. CONFIDENTIALITY

10.1 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 Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's 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. Information is excepted that is

(a) subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or

(b) already in the Receiving Party’s possession other than as a result of a breach of this clause 10; or

(c) in the public domain other than as a result of a breach of this clause 10.

10.2 This clause 10 shall survive termination of the Contract.

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11. LIMITATION OF LIABILITY

The customer's attention is particularly drawn to this clause.

11.1 Nothing in these Conditions shall limit or exclude Clamcleats Ltd's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or(e) defective products under the Consumer Protection Act 1987.

11.2 Subject to clause 11.1:

(a) Clamcleats Ltd shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by Clamcleats Ltd, its employees, agents or subcontractors); and

(b) Clamcleats Ltd's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by Clamcleats Ltd, its employees, agents or subcontractors, shall not exceed the aggregate price of the Goods and Services supplied under the Contract.

11.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.4 This clause 11 shall survive termination of the Contract.

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12. TERMINATION

12.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 20 days after receipt of notice in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party (being an individual) is the subject of a bankruptcy petition or order;(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(b) to clause 12.1(i) (inclusive);

(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

12.2 Without limiting its other rights or remedies, Clamcleats Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.3 Without limiting its other rights or remedies, Clamcleats Ltd shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Clamcleats Ltd if:

(a) the Customer fails to make pay any amount due under this Contract on the due date for payment; or

(b) the Customer becomes subject to any of the events listed in clause 12.1 (b) to clause 12.1(l), or Clamcleats Ltd reasonably believes that the Customer is about to become subject to any of them.

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13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Customer shall immediately pay to Clamcleats Ltd all of Clamcleats Ltd's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Clamcleats Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return any Goods which have not been fully paid for. If the Customer fails to do so, then Clamcleats Ltd may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

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14. GENERAL

14.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Clamcleats Ltd including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) Clamcleats Ltd shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents Clamcleats Ltd from providing any of the Services and/or Goods for more than 13 weeks, Clamcleats Ltd shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

14.2 Assignment and subcontracting:

(a) Clamcleats Ltd may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

(b) The Customer shall not, without the prior written consent of Clamcleats Ltd, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid recorded delivery first-class post in the UK, or by commercial courier, at its registered office or its principal place of business, or sent by fax to the other party's main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid recorded delivery first-class post at the time the letter is signed for, or, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

14.4 Waiver and cumulative remedies:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. 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.

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

14.5 Severance:

(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.6 No partnership

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

14.7 Third parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.8 Variation

Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Clamcleats Ltd.

14.9 Governing law and jurisdiction

This 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.

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General conditions applying to Quotations for Designs, Tooling and Parts.

Dated 23 September 2014

These general conditions apply to qualify any specification for the goods or services to be supplied by Clamcleats Ltd, and are in addition to any conditions stated in the quotation text and Clamcleats Ltd standard Terms and Conditions for the supply of Goods and/or Services.

Whilst Clamcleats Ltd may offer advice and assistance, the customer is wholly responsible for the design of any products and tooling and the specification for any goods, and for ascertaining the suitability of any design or specification for its purposes. The design specification shall be provided by the customer and the customer is wholly responsible for any omissions in information or samples supplied, whether requested by Clamcleats Ltd or not. Should any rework by Clamcleats Ltd be required, there will be additional charges

Clamcleats Ltd retains all intellectual property rights on any of its technology incorporated into custom designs and will therefore retain joint copyright on the finished design. The commission of a custom design does not infer any right by the customer to use or alter or disseminate any element of that design relevant to Clamcleats Ltd’s intellectual property.

Design and manufacture of new products and tooling is inevitably a work in progress and tolerance levels cannot be accurately anticipated. Any specifications agreed by Clamcleats Ltd are estimates based on its understanding of generally accepted industry standards, and are subject to reasonable variations in tolerance.

The customer accepts the commercial risk that any agreed specification may need to be altered to address issues discovered during the design and manufacture of tooling and products. In this case the change control provisions in clause 7 of Clamcleats Ltd’s terms and conditions may be invoked, and the customer recognises that this may entail additional charges.

During the course of tooling manufacture, parts may be approved with different tolerance levels or other specifications from those previously set out in any specification or in any previous drawings or otherwise previously agreed. The customer shall be responsible for producing any revised drawings, but the parts and related tooling shall be deemed to meet the required specification regardless of whether revised drawings are produced.

Once a design or sample is produced, it is the customer’s responsibility to check its fitness for purpose. Approval of any design or tooling or any part or sample will be deemed to have been given three weeks after submission for approval, unless Clamcleats Ltd has received a rejection from the Customer in writing.

Once any design or tooling or sample has been approved (or deemed to be approved), it shall be deemed to meet the relevant specification.

As each tool is in effect a one off, Lead times are best estimates of what could be achieved and may vary depending on how busy Clamcleats Ltd is at the time of order. Lead times should be discussed again at point of order.

Each tooling quotation is valid for 4 weeks from the date of quotation. After this time, Clamcleats Ltd reserves the right to re-quote.

See quotation for specific terms regarding:

• Any specific part tolerances
• Payment terms
• Freight on tooling
• Lead times
• Visits to toolmaker
• Materials to be used
• Sample quantities
• Any additional jigs & fixtures

 

Terms of website use

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website www.clamcleat.com (our site), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the site. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

INFORMATION ABOUT US

www.clamcleat.comis a site operated by Clamcleats Ltd ("We"). We are Clamcleats Limited, a company registered in England and Wales under company number 863439 and with our registered office at Watchmead, Welwyn Garden City, Hertfordshire, AL7 1AP, England. Our main trading address is the same.

Our VAT number is GB 196 2487 23. We are a limited company.

ACCESSING OUR SITE

Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

When using our site, you must comply with the provisions of our acceptable use policy.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Clamcleats Limited is the owner of the trademarks CLAMCLEAT and LINE-LOK. Click here for help on using our trademark correctly.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site. You may use drawings and models as part of your design process and for incorporating our products and accessories into your own products. You may download leaflets and Instructions and distribute these as part of your own promotion of our products. Photographs, drawings, graphics and text may be used as part of your own promotion of our products and accessories as long as our trademark is used correctly in all titles and descriptions.

Content and material from our site must not be used for promoting products from any other company. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text or a translation thereof.

Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

Apart from the uses mentioned above, you must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

OUR SITE CHANGES REGULARLY

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

OUR LIABILITY

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:

• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill;
• wasted management or office time; and

for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE

We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

TRANSACTIONS CONCLUDED THROUGH OUR SITE

Contracts for the supply of Goods formed through our site or as a result of visits made by you are governed by our terms and conditions of supply.

UPLOADING MATERIAL TO OUR SITE

Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.

We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.

VIRUSES, HACKING AND OTHER OFFENCES

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

LINKING TO OUR SITE

You may link to our site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.

If you wish to make any use of material on our site other than that set out above, please contact us.

LINKS FROM OUR SITE

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

JURISDICTION AND APPLICABLE LAW

The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

TRADE MARKS

"CLAMCLEAT" and "LINE-LOK" are registered trademarks of Clamcleats Limited. Click here to see how to use our trademarks correctly.

VARIATIONS

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

YOUR CONCERNS

If you have any concerns about material which appears on our site, please contact us. 

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Acceptable use policy

This acceptable use policy sets out the terms between you and us under which you may access our website www.clamcleat.com (our site). This acceptable use policy applies to all users of, and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use

www.clamcleat.com is a site operated by Clamcleats Ltd.

We are registered in England and Wales under company number 863439 and we have our registered office at Watchmead, Welwyn Garden City, Hertfordshire AL7 1AP, England. Our main trading address is Watchmead, Welwyn Garden City, Hertfordshire AL7 1AP, England. Our VAT number is GB 196 2487 23.

Prohibited uses

• In any way that breaches any applicable local, national or international law or regulation.• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use
• Not to access without authority, interfere with, damage or disrupt:
• any part of our site;any equipment or network on which our site is stored;
• any software used in the provision of our site; or
• any equipment or network or software owned or used by any third party.

We may from time to time provide interactive services on our site, including, without limitation:

• Chat rooms.
• Bulletin boards.
• Discussion forums.

Interactive services

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

Content standards

These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

Be accurate (where they state facts).

Be genuinely held (where they state opinions).

Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

Contain any material which is defamatory of any person.

Contain any material which is obscene, offensive, hateful or inflammatory.

Promote sexually explicit material.Promote violence.

Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.Infringe any copyright, database right or trade mark of any other person.

Be likely to deceive any person.

Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

Promote any illegal activity.Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.

Be likely to harass, upset, embarrass, alarm or annoy any other person.Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.

Give the impression that they emanate from us, if this is not the case.

Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

Suspension and termination

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate. Failure to comply with this acceptable use policy constitutes a material breach of the terms of website use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use our site.

Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.

Issue of a warning to you.

Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

Further legal action against you.

Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

Changes to the acceptable use policy

We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.

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Privacy policy