Terms and Conditions
These terms together with the documents referred to by it sets out the whole
agreement for the sale of goods purchased from (We, Us and Our) Clean Machine Ltd. Please
ensure you have read and understand these terms as you will be bound by
them once you order any products. Your attention is drawn in particular to the
provisions of Clause 9, and if you are ordering form Our Website the provisions
of Clause 2. If you do not understand any term, please contact Us before
ordering. Clean Machine Ltd is a private limited company
registered in England and Wales under number 3777363 and have Our
registered office and main trading address is 2 St Peter's Place,Wallingford,OX10 0BG.
Our VAT number is 724480930. We can be contacted by phone on 01491 825600, by
fax on 01491 825400 or by email to info@machinesthatclean.com
www.machinesthatclean.com (Our Website) is a site operated by Us.
1. Interpretation
In these Terms: a "Consumer" means a person who is not dealing in the
course of their business; "Contract" means any contract between Us and You
for the sale and purchase of the Goods incorporating these Terms; "Goods"
means the goods (or any part of them) set out in the Order; "Order" means
your order for the Goods; "Terms" means these terms and conditions; "We",
"Us" and "Our" means Clean machine; "Working Day" means every day of
the year except weekends and English bank holidays; and "You" and "your"
means the person, firm or company ordering Goods subject to these Terms.
2. Placing an order through Our Website
2.1 Our Website is only intended for use by people resident in the U.K. And European Union. If you are a resident
outside of these countries, please contact Us before ordering through Our
Website.
2.2 By placing an order through Our Website, you warrant that:
a. you are legally capable of entering into binding contracts;
b. you are at least 18 years old;
c. you are resident in one of the Serviced Countries; and
d. you are accessing Our Website from that country.
2.3 By placing an order through Our Website, You accept that communication
with Us will be mainly electronic. For contractual purposes, you agree to this
and acknowledge that communication with you electronically complies with any
legal requirement that such communications be in writing.
3. Basis of Sale
3.1 These Terms apply to the Contract to the exclusion of any other terms that
You seek to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing, subject to any variation under Clause 3.2.
3.2 Any variation to these Terms and any representations about the Goods
shall have no effect unless expressly agreed in writing and signed by an
authorised employee. You acknowledge that You have not relied on any
statement, promise or representation made or given by or on behalf of Us
which is not set out in the Contract. Nothing in this clause shall exclude or limit
Our liability for fraudulent misrepresentation.
3.3 The Order constitutes an offer by You to purchase the Goods in
accordance with these Terms and all orders are subject to acceptance by us. It
is your responsibility to carefully read the details in the Terms or on the Order
and to ensure they are complete and accurate before You commit yourself to
the Contract. If You think that there is a mistake, please ensure You ask Us to
confirm any changes in writing.
3.4 The Order shall only be deemed to be accepted when We issue a written
acceptance of the Order, at which point the Contract shall come into existence.
We are not obliged to supply Goods to You until We have confirmed
acceptance of your Order and this is when the Contract is made.
3.5 If you have placed the Order through Our Website (a Website Order), you
will receive an e-mail from Us acknowledging that we have received the
Website Order. Please note that this does not mean that the Order has been
accepted. Acceptance of Website Orders only occurs when we send you an email
confirming that the Product has been dispatched (Dispatch Confirmation).
For Website Orders the contract between us shall come into existence when
we send you the Dispatch Confirmation.
3.6 The Contract will relate only to those Products whose dispatch we have
confirmed in Our written acceptance of the Order or Dispatch Confirmation. We
will not be obliged to supply any other Products which may have been part of
your order until the dispatch of such Products has been confirmed in a
separate written acceptance of the Order or Dispatch Confirmation.
3.7 Orders cannot be amended or withdrawn without Our prior written
agreement.
3.8 Any quotation is given on the basis that no Contract shall come into
existence until We dispatch an acknowledgement of the Order to You. Any
quotation is valid for a period of 30 days only from its date, provided that We
have not previously withdrawn it.
3.9 The quantity and description of the Goods shall be as set out in Our
quotation or acknowledgement of the Order.
3.10 While We will use reasonable endeavours to verify the accuracy of any
samples, drawings, or advertising We issue, and any descriptions or
illustrations contained in Our catalogues or brochures, these are issued or
published solely to provide You with an approximate idea of the Goods they
describe. They do not form part of the Contract or any other contract between
You and Us for the sale of the Goods.
4. The Goods
4.1 We warrant to You that any Goods purchased from Us is of satisfactory
quality and reasonably fit for all the purposes for which Goods of the kind are
commonly supplied.
4.2 You should inspect your Order as soon as it is delivered and within 14 days
of delivery. Be aware that by installing the Goods (or having them installed) at
any time after delivery Goods you are certifying that it is undamaged.
4.3 We shall not be liable for a breach of the warranties in Clause 4.1 unless:
a. You give written notice of the defect to Us, and, if the defect is as a result of
damage in transit to the carrier, within 7 days of the time when You discover or
ought to have discovered the defect; and
b. We are given a reasonable opportunity after receiving the notice of
examining such Goods and You (if asked to do so by Us) return such Goods to
Our place of business at your cost for the examination to take place there.
4.4 You acknowledge that You are responsible for:
a. ensuring all instructions, handbooks, notices and warnings provided with
Goods are properly understood and complied with at all times by all persons
using the Goods or working within close proximity to them;
b. complying with all applicable regulations and legislation;
c. ensuring that where applicable suitably qualified tradesmen are engaged to
install Goods purchased from us.
4.5 We shall not be liable for a breach of the warranties in Clause 4.1 if:
a. You make any further use of such Goods after giving notice in accordance
with clause 4.3;
b. the defect arises because of your failure to follow Our oral or written
instructions as to the storage, commissioning, installation, use and
maintenance of the Goods or (if there are none) good trade practice;
c. the defect arises as a result of Us following any drawing, design or
specification supplied by You;
d. You alter or repair such Goods without the Our written consent; or
e. the defect arises as a result of fair wear and tear, wilful damage, negligence
by You or any third party, or abnormal working conditions.
4.6 Subject to Clauses 4.2, 4.3, 4.4 and 4.5, if any of the Goods do not conform
with the warranties in Clause 4.1 please notify Us and We shall at Our option
repair or replace such Goods (or the defective part) or refund the price of such
Goods at the pro rata Contract rate provided that, if We so request, You return
the Goods to Us at your expense.
4. The Goods continued…
4.7 If We comply with Clause 4.6 We shall have no liability to You in respect of
the Goods' failure to comply with the warranty set out in clause 4.1.
4.8 Except as set out in these clauses, all warranties, conditions and other
terms implied by statute or common law are, to the fullest extent permitted by
law, excluded from the Contract.
Defective items usually require Clean machine to examine and in most cases to send the item back to the original suppliers for further examination. Once the defective item is then received we will then wait upon a reason for malfunction. If it is found that the defect is due to a manufacturing issue, then a new or repaired product will be sent to yourself free of charge (excluding your postage expenses) However if it is found that the malfunction is due to improper use/abuse or any user error, then it will void the warranty and no exchange will be offered. However whenever possible, a choice of repairing the item will be offered.
The outcome of the above will solely be established from the original supplier/manufacture. The result is not negotiable.
Clean machine cannot offer a substitute whilst the
damaged product is being investigated.These Terms apply to any repaired or replacement Goods supplied to you.
5. Consumer Rights
5.1 A Consumer has the additional legal right to cancel your Contract with Us
and receive a refund. To cancel your Contract You must inform Us in writing of
your desire within seven (7) Working Days of receipt of the relevant Product(s).
You must also return the Products to Us as soon as reasonably practicable,
and at your own cost. You have a legal obligation to take reasonable care of
the Products while they are in your possession. If you fail to comply with this
obligation, we may have a right of action against you for compensation.
5.2 Nothing in these Terms shall exclude or restrict the legal rights You have as
a Consumer. The warranty in Clause 4.1 is in addition to your legal rights as a
Consumer in relation to Goods which are faulty or which otherwise do not
conform with these Terms.
5.3 Consumers can obtain advice about their legal rights from their local
Citizens' Advice Bureau or trading standards office.
6. Delivery
6.1 Delivery shall be completed on the Goods' arrival at the location set out in
the Order or such other location as the parties may agree at any time.
6.2 Any dates specified by Us for delivery of the Goods are intended to be an
estimate and time for delivery shall not be made of the essence by notice. If no
dates are so specified, delivery shall be within a reasonable time, unless there
are exceptional circumstances.
6.3 Subject to the other provisions of these Terms We shall not be liable for
any direct, indirect or consequential loss (all three of which terms include,
without limitation, pure economic loss, loss of profits, loss of business,
depletion of goodwill and similar loss), costs, damages, charges or expenses
caused directly or indirectly by any delay in the delivery of the Goods (even if
caused by Our negligence), nor shall any delay entitle You to terminate or
rescind the Contract unless such delay exceeds 180 days.
6.4 If for any reason You fail to accept delivery of any of the Goods when they
are ready for delivery, or We are unable to deliver the Goods on time because
You have not provided appropriate instructions, documents, licences or
authorisations:
a. risk in the Goods shall pass to You (including for loss or damage caused by
the Our negligence);
b. the Goods shall be deemed to have been delivered; and
c. We may store the Goods until delivery, whereupon You shall be liable for all
related costs and expenses (including storage and insurance).
6.5 If You have not taken delivery of the Goods within two weeks of Our
notifying You that they are ready, We may, after giving You reasonable prior
notice in writing, resell or otherwise dispose of part or all of the Goods.
6.6 We may deliver the Goods by separate instalments. Each separate
instalment shall be invoiced and paid for in accordance with the provisions of
the Contract. Each instalment shall be a separate Contract and no cancellation
or termination of any one Contract relating to an instalment shall entitle You to
repudiate or cancel any other Contract or instalment.
6.7 The quantity of any consignment of Goods as recorded by Us on despatch
from Our place of business shall be conclusive evidence of the quantity
received by You on delivery unless You can provide conclusive evidence
proving the contrary.
6.8 We shall not be liable for any non-delivery of Goods (even if caused by Our
negligence) unless You give written notice to Us of the non-delivery within 14
days of the date when the Goods would in the ordinary course of events have
been received. Our liability for non-delivery of the Goods shall be limited to
replacing the Goods within a reasonable time or issuing a credit note at the pro
rata Contract rate against any invoice raised for such Goods.
7. Risk and Title
7.1 The Goods will be your responsibility from the time of delivery.
7.2 Ownership of the Goods will only pass to You when We receive in full
payment (in cash or cleared funds) of all sums due for the Goods including
delivery charges or any other products and all other sums which are or which
become due to Us on any account.
7.3 Until ownership of the Goods has passed to You, You shall:
a. hold the Goods on a fiduciary basis as Our bailee;
b. store the Goods (at no cost to Us) separately from all other goods of yours
or any third party in such a way that they remain readily identifiable as Our
property;
c. not destroy, deface or obscure any identifying mark or packaging on or
relating to the Goods; and
d. maintain the Goods in satisfactory condition and keep them insured on Our
behalf for their full price against all risks to Our reasonable satisfaction. On
request the Buyer shall produce for Us the policy of insurance.
7.4 You may resell the Goods before ownership has passed to You solely on
the following Terms:
a. any sale shall be effected in the ordinary course of your business at full
market value and You shall hold such part of the proceeds of sale as represent
the amount owed by You to Us on behalf of Us and You shall account to Us
accordingly; and
b. any such sale shall be a sale of Our property on your own behalf and You
shall deal as principal when making such a sale.
7.5 Your right to possession of the Goods shall terminate immediately if:
a. You have a bankruptcy order made against You or You make an
arrangement or composition with your creditors, or otherwise take the benefit of
any statutory provision for the time being in force for the relief of insolvent
debtors, or (being a body corporate) convenes a meeting of creditors (whether
formal or informal), or enters into liquidation (whether voluntary or compulsory)
except a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or
administrative receiver appointed of its undertaking or any part thereof, or
documents are filed with the court for the appointment of an administrator of
You or notice of intention to appoint an administrator is given by You or your
directors or by a qualifying floating charge holder (as defined in paragraph 14
of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a
petition presented to any court for the winding-up of You or for the granting of
an administration order in respect of You, or any proceedings are commenced
relating to the insolvency or possible insolvency of You; or
b. You suspend, threaten to suspends, cease or threaten to cease to carry on
all or substantially the whole of its business.
c. You suffer or allow any execution, whether legal or equitable, to be levied
on your property or obtained against You, or fails to observe or perform any of
your obligations under the Contract or any other contract between Us and You,
or is unable to pay its debts within the meaning of section 123 of the Insolvency
Act 1986 or You cease to trade; or
d. You encumber or in any way charge any of the Goods.
e. You (being an individual) die or, by reason of illness or incapacity, are
incapable of managing your own affairs or become a patient under any mental
health legislation.
7.6 We shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from Us.
7.7 You grant Us, Our agents and employees an irrevocable licence at any
time to access and enter any premises where the Goods are or may be stored
in order to inspect them, or, where your right to possession has terminated, to
recover them.
7.8 Where We are unable to determine whether any Goods are the goods in
respect of which your right to possession has terminated, You shall be deemed
to have sold all goods of the kind sold by Us to You in the order in which they
were invoiced to You.
7.9 On termination of the Contract, howsoever caused, Our (but not your) rights
contained in this condition shall remain in effect.
8. Returns
8.1 All Goods may be returned to Us within 7 days or at our discretion. Prior to
returning the Goods you must obtain a returns authorisation number from Us.
8.2 You are responsible for returning the Goods undamaged and unused in their
original packaging suitable for resale and for providing proof of delivery of the return.
8.3 All returns will be subject to a minimum restocking fee of 25% of the invoice
value of the Goods or £10, whichever is the greater.All postage charges are non refundable.
8.4 Any Goods which are made to order or non-stock items may not be
returned under this Condition 8.
9. Price and Payment
9.1 Unless otherwise agreed by Us in writing and except in cases of obvious
error, the price for the Goods shall be
a. for non-Web Orders the price of the Products and Our delivery charges will
be as quoted in Our price list published on the date of delivery or deemed
delivery; or
b. for Web Order the price of the Products and Our delivery charges will be as
quoted on Our Website from time to time.
9.2 The price for the Goods shall be exclusive of any value added tax (VAT)
and all costs or charges in relation to packaging, loading, unloading, carriage
and insurance, all of which amounts You shall pay in addition when it is due to
pay for the Goods. If You order Goods from Us for delivery outside the UK,
they may be subject to import duties and taxes which are levied when the
delivery reaches the specified destination. You will be responsible for payment
of any such import duties and taxes. Please note that we have no control over
these charges and cannot predict their amount. Please contact your local
customs office for further information before placing your order.
9.3 VAT is chargeable at the prevailing rate in the UK and at the prevailing rate
on all goods shipped to EC countries unless customers provide their VAT/tax
number on headed paper or an official document. When a user in an EC
country, other than the UK, provides a valid VAT number then the 'Total Exc.
VAT' applies.
9.4 It is always possible that, despite Our best efforts, some of the Goods We
sell may be incorrectly priced due to the large number of products we sell. We
will normally check prices as part of Our dispatch procedures so that, where
the Goods' correct price is less than Our stated price, We will charge the lower
amount when dispatching the Goods to you. If the Goods' correct price is
higher than the price stated on Our Website, We will normally, at Our
discretion, either contact You for instructions before dispatching the Goods, or
reject the Order and tell You. If the pricing error is obvious and unmistakeable
and could have reasonably been recognised by You as a mis-pricing, We do
not have to provide the Goods to You at the incorrect (lower) price.
9.5 We may invoice You for the Goods on or at any time after the completion of
delivery. You must pay the invoice in pounds sterling within the number
calendar days of the date as specified on the invoice. Time for payment shall
be of the essence. No payment shall be deemed to have been received until
We have received cleared funds.
9.6 For Web Orders payment for the Goods must be by credit or debit card. We
will not charge your credit or debit card until we dispatch your order.
9.7 All payments payable to Us under the Contract shall become due
immediately on its termination despite any other provision. You shall not be
entitled to withhold payment of any sums after they become due by reason of
any right of set-off or Counter claim which You may have or allege to have or
for any other reason whatsoever. We may at any time, without limiting any
other rights or remedies it may have, set off any amount owing to Us by You
against any amount payable by the Us to You.
9.8 If You fail to pay Us any sum due pursuant to the Contract We shall reserve
the right to claim interest under the Late Payment of Commercial Debts
(Interest) Act 1998. If your purchase is not connected with a business, You
shall be liable to pay interest to Us on such sum from the due date for payment
at the annual rate of 4% above the base lending rate from time to time of
Barclays Bank plc, accruing on a daily basis until payment is made, whether
before or after any judgment.
10. Limitation of Liability
10.1 Nothing in these Terms shall limit or exclude Our liability for:
a. death or personal injury caused by Our negligence or that of Our servants,
agents or employees;
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d. defective products under the Consumer Protection Act 1987;
e. any matter in respect of which it would be unlawful for Us to exclude or
restrict liability; or
f. any deliberate breaches of these Terms by Us that would entitle You to
terminate the Contract.
10.2 Subject to Clause 8.1:
a. Our total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to
the purchase price of the Goods; and
b. We shall not be liable to You, whether in contract, tort (including negligence
or breach of statutory duty), or otherwise, for any loss of profit or indirect or
consequential loss whatsoever (howsoever caused) arise out of or in
connection with the Contract.
c. You will indemnify Us in respect of any liability, loss, claim or proceeding
whatsoever arising whether under Statute or at Common Law in respect of any
damage to property or the death of or injury to any person caused by or by the
use of any Goods sold by Us to You unless in the cases of death or personal
injury only, such death or injury shall be proved to have been caused by Our
negligence or that of Our employees.
10.3 Please also note that you must comply with all applicable laws and
regulations of the country for which the products are destined. We will not be
liable for any breach by you of any such laws.9.2 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.
10.4 This does not include or limit in any way our liability
For death or personal injury caused by our negligence; Under section 2(3) of the Consumer Protection Act 1987; For fraud or fraudulent misrepresentation; or For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
10.5 We are not responsible for losses which happen as a side effect of the loss or damage of a product(s) purchased through us (such as loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time.)
11. General Conditions
11.1 Events beyond Our control. We shall not be liable to You where
performance of any of Our obligations to You is prevented, frustrated or
impeded by acts of God, governmental actions, war or national emergency,
acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to either
party's workforce), or restraints or delays affecting carriers or inability or delay
in obtaining supplies of adequate or suitable materials, or any other cause not
within Our reasonable control.
11.2 Assignment and subcontracting. The Contract between You and Us is
binding on You and Us and on Our respective successors and assigns. You
shall not be entitled to assign the Contract or any part of it without Our prior
written consent, which We will not withhold unreasonably]. We may assign the
Contract or any part of it to any person, firm or company.
11.3 Notices. Any notice (or other communication) given to a party under or in
connection with the Contract shall be in writing, addressed to that party at its
registered office (if it is a company) or its principal place of business (in any
other case) or such other address as that party may have specified to the other
party in writing in accordance with this clause, and shall be sent by pre-paid
first-class post, recorded delivery, commercial courier, fax or e-mail. Notice will
be deemed received and properly served 1 Working Day after an e-mail or fax
is sent or the second Working Day after posting on after the date of posting of
any letter. The provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.
11.4 Severance. If any part of these Terms is found to be unenforceable as a
matter of law, all other parts of these Terms shall not be affected and shall
remain in force.
11.5 Waiver. Failure or delay by Us in enforcing or partially enforcing any
provision of the Contract shall not be construed as a waiver of any of its rights
under the Contract. If We do waive a default by You, that will not mean that We
will automatically waive any subsequent default by you. No waiver by Us of any
of these Terms shall be effective unless We expressly say that it is a waiver
and We tell You so in writing.
11.6 Without prejudice. Each right or remedy of ours under the Contract is
without prejudice to any other right or remedy of Us whether under the Contract
or not.
11.7 Third party rights. A person who is not party to these Terms shall not have
any rights under or in connection with them under the Contracts (Rights of
Third Parties) Act 1999.
11.8 Variation. We have the right to revise and amend these Terms from time
to. You will be subject to the policies and Terms in force at the time that You
order Goods from us, unless any change to those policies or these Terms is
required to be made by law or governmental authority (in which case it will
apply to orders previously placed by you), or if We notify You of the change to
those policies or these Terms before We dispatch your Order (in which case
We have the right to assume that You have accepted the change, unless You
notify Us to the contrary within seven Working Days of receipt by You of the
Goods).
11.9 Governing law and jurisdiction.These Terms shall be governed by English
law and We both agree to the non-exclusive jurisdiction of the English courts.
12. TRANSFER OF RIGHTS AND OBLIGATIONS
12.1 The contract between you and us is a business contract and binding on you and us and on our respective successors and assigns.
12.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
12.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
