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Terms & Conditions

Clarity Terms & Conditions of Sale

Clarity VM Ltd Trading as Clarity Safety

1. GENERAL
1.1 These Terms and Conditions (“Terms”) shall apply to and form part of all contracts for the supply of Goods and/or Services by Clarity Safety Ltd (“the Company”) to the Customer.
1.2 These Terms shall prevail over any terms or conditions contained or referred to in any purchase order, correspondence or other communication from the Customer, unless expressly agreed in writing by a duly authorised representative of the Company.
1.3 Any variation to these Terms shall have no effect unless expressly agreed in writing.

 

2. FORMATION OF CONTRACT

2.1 Any quotation provided by the Company shall constitute an invitation to treat only and shall not be capable of acceptance so as to form a binding contract.

2.2 A contract shall only come into existence upon:

  • written acceptance by the Company; or

  • commencement of performance of the Services; or

  • delivery of Goods

whichever occurs first.

2.3 Any quotation is valid for 30 days unless otherwise stated and may be withdrawn or amended at any time prior to acceptance.

3. DESCRIPTION AND REPRESENTATIONS

3.1 All descriptions, specifications, drawings, illustrations, visualisations and other materials provided by the Company are intended for general guidance only.

3.2 Such materials shall not form part of the contract nor constitute any representation, warranty or guarantee as to performance, suitability or outcome.

3.3 The Company reserves the right to make such changes to the specification of the Goods or Services as may be required to conform with applicable standards or to reflect technical developments.

4. PRICE AND PAYMENT

4.1 All prices are exclusive of VAT and any additional charges including (but not limited to) delivery, installation, travel, accommodation and associated expenses.

4.2 The Company reserves the right, at any time prior to delivery or performance, to adjust prices to reflect:

  • increases in cost of materials or labour

  • changes in specification

  • errors or omissions

4.3 Payment terms shall be as stated in the quotation or invoice. In the absence of such

terms, payment shall be due within 30 days.

4.4 The Company reserves the right to:

    • require payment in advance
    • suspend performance
    • withhold delivery

where payment terms are not complied with.

4.5 Interest shall be charged on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act.

5. DELIVERY AND RISK

5.1 Any dates specified for delivery or performance are estimates only and time shall not be of the essence.

5.2 The Company shall not be liable for any delay arising from circumstances beyond its control or attributable to the Customer.

5.3 Risk in the Goods shall pass to the Customer upon delivery.

5.4 Title shall not pass until full payment has been received.

6. INSTALLATION AND SITE CONDITIONS

6.1 Where installation services are provided, the Company shall exercise reasonable skill and care in their performance.

6.2 All installation services are subject to site conditions and access.

6.3 The Company shall not be responsible for:

    • unsuitable ground conditions
    • structural inadequacy
    • obstructions or hazards on site

6.4 Any additional works required due to unforeseen conditions shall be chargeable.

6.5 Without prejudice to any other rights of the Company, the Company reserves the right to recover from the Customer all reasonable costs, charges, losses and expenses incurred as a result of any delay, disruption or variation arising directly or indirectly from:

(a) any act or omission of the Customer, its employees, agents or contractors;
(b) failure by the Customer to ensure that the site is prepared, accessible or suitable for the performance of the Services;
(c) any change to the agreed scope, specification, programme or sequence of works;
(d) aborted visits, re-attendance, or waiting time incurred by the Company; or
(e) any unforeseen site conditions which could not reasonably have been identified prior to commencement.

Such costs shall be payable by the Customer on demand and shall be treated as a debt due.

6.6 The Company shall be entitled, at its sole discretion, to subcontract the performance of any part of the Services.

6.7 Where the Company engages subcontractors or third-party providers, such parties shall be deemed to act as independent contractors and not as agents of the Company.

6.8 To the fullest extent permitted by law, the Company shall not be liable for any acts, omissions, errors or defaults of such subcontractors, save where such liability cannot lawfully be excluded.

7. CUSTOMER OBLIGATIONS

7.1 The Customer shall:

    • ensure all information provided is accurate and complete
    • ensure the site is safe, accessible and prepared
    • ensure compliance with all relevant laws and regulations

7.2 The Customer shall be responsible for:

    • structural integrity
    • anchorage suitability
    • environmental conditions

8. SCOPE OF ADVICE

8.1 Any advice, guidance or recommendations provided by the Company are given in good faith and on the basis of information supplied by the Customer.

8.2 The Company shall not be deemed to be acting as a designer, engineer or safety consultant responsible for the overall system design or operational performance of the Customer’s site.

8.3 The Customer acknowledges and agrees that the Company does not undertake responsibility for the overall design, safety, compliance or operational performance of the Customer’s site, systems or processes, and that any advice or recommendations provided are limited to the specific Goods and Services supplied.

8.4 The Customer acknowledges that it has not relied on any statement, representation or warranty other than those expressly set out in this agreement.

9. FITNESS FOR PURPOSE

9.1 The Customer shall be solely responsible for determining that the Goods and Services are suitable for their intended purpose.

9.2 The Company gives no warranty, representation or undertaking that the Goods will:

    • meet specific operational requirements
    • prevent incidents or damage
    • perform in all conditions

unless expressly agreed in writing.

10. UNCONTROLLED ENVIRONMENTS

10.1 The Customer acknowledges that operational environments are inherently variable and beyond the control of the Company.

10.2 Such factors include (but are not limited to):

    • vehicle speed, weight and behaviour
    • pedestrian activity
    • environmental conditions
    • ground and anchorage variability

10.3 Performance ratings are based on controlled test conditions and are indicative only.

10.4 The Company does not guarantee that:

    • impacts will not result in damage
    • incidents will be prevented

11. CUSTOMER APPROVAL AND SIGN-OFF

11.1 The Customer shall review and approve all drawings, layouts, specifications and proposals prior to manufacture or installation.

11.2 Approval shall constitute:

    • acceptance of the design
    • confirmation of suitability
    • acceptance of all associated risks

11.3 The Company shall have no liability for errors, omissions or performance issues arising after such approval.

12. WARRANTIES

12.1 The Company warrants that Goods shall be free from defects in materials and workmanship for a limited period as specified.

12.2 This warranty shall not apply to:

    • damage caused by impact, misuse or negligence
    • normal wear and tear
    • environmental degradation

12.3 Installation warranties (if applicable) are limited to workmanship only.

12.4 Full details of applicable product warranties, including duration, limitations and conditions, are set out in the Company’s separate Warranty Document, which forms part of the contractual framework.

12.5 The remedies set out in this clause shall constitute the Customer’s sole and exclusive remedies in respect of any defect in the Goods or Services.

13. LIMITATION OF LIABILITY

13.1 The total liability of the Company shall not exceed the contract value.

13.2 The Company shall not be liable for:

    • loss of profit
    • loss of business
    • loss of production
    • indirect or consequential losses

13.3 The Company shall not be liable for:

    • third-party failures
    • customer misuse
    • site conditions

13.4 Nothing in these Terms shall exclude liability for:

    • death or personal injury caused by negligence
    • fraud

14. INTELLECTUAL PROPERTY

14.1 All drawings, designs, specifications, layouts, visualisations, proposals and other materials produced by the Company shall remain the intellectual property of the Company.

14.2 The Customer shall not, without the prior written consent of the Company, copy, reproduce, disclose or use such materials for any purpose other than that for which they were provided.

14.3 The Company reserves all rights in such materials, whether or not a contract is entered into.

15. FORCE MAJEURE

15.1 The Company shall not be liable for failure or delay caused by events beyond its reasonable control.

15.2 Such events include (but are not limited to):

    • supply chain disruption
    • labour shortages
    • weather conditions
    • government action

16. DATA PROTECTION

16.1 The Company shall process any personal data in accordance with applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

16.2 The Customer acknowledges that such processing may be necessary for the performance of the contract and for legitimate business purposes.

17. GOVERNING LAW

17.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales