Legal

Terms and Conditions of Sale

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement.

1.2 Bespoke Goods: means any goods manufactured by the Company for the Buyer at the Buyer’s request to the Buyer’s specification, which includes but is not limited to, the manufacture of non-standard goods and non-standard size goods.

1.3 Buyer: means the person, firm or company who purchases the Goods or Services from the Company.

1.4 Buyer’s Goods: means any goods owned by the Buyer which are supplied by the Buyer to the Company in order that the Company can perform the Services.

1.5 Conditions: means these terms and conditions as amended from time to time in accordance with clause 2.3.

1.6 Company: means Clark Drain Limited of Station Road, Yaxley, Peterborough, PE7 3EQ.

1.7 Contract: means any contract between the Company and the Buyer for the sale and purchase of the Goods or Services, incorporating these Conditions.

1.8 Delivery Point: means the place where delivery of the Goods is to take place under clause 4.

1.9 Goods: means any goods agreed in the Contract to be supplied to the Buyer by the Company including (where applicable) the Buyer’s Goods and the Bespoke Goods.

1.10 Services: means any services agreed in the Contract to be provided by the Company in respect of the Buyer’s Goods or to the Bespoke Goods.

1.11 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.12 Words in the singular include the plural and in the plural include the singular.

1.13 A reference to one gender includes a reference to the other gender.

1.14 Clause headings do not affect the interpretation of these Conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under clause 2.3 the Contract shall incorporate these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order,  confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 Any variation to these Conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by an authorised officer or employee of the Company. Entirely without prejudice to clause 4.4, if any variation in relation to Bespoke Goods which involves re-drawing or otherwise has an impact on the cost of manufacture, the Company will endeavour to inform the Buyer of the change of cost and the change in any timescales prior to continuing with the Contract, but the Company will be entitled in any event to payment from the Buyer of a reasonable sum as a result of the variation.

2.4 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company relating to the Goods or Services which is not set out in the Contract. Nothing in this clause 2.4 shall exclude or limit the Company’s liability for fraudulent misrepresentation.

2.5 Each order or acceptance of the Company’s quotation for Goods or Services which is issued by the Buyer shall be deemed to be an offer by the Buyer to buy those Goods or Services subject to these Conditions.

2.6 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company.

2.7 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. In relation to Bespoke Goods, the Buyer will supply to the Company the full technical specification for the Bespoke Goods and the Company will supply a drawing with the Company’s interpretation of the Buyer’s requirements (“the acceptance drawing”). The Buyer must check the acceptance drawing and any drawings and technical specifications supplied by the Company with the acceptance drawing and confirm acceptance of the same in writing, otherwise the Company reserves the right not proceed to manufacture the Bespoke Goods.

2.8 Any quotation issued by the Company is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgement of order to the Buyer. Any such quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.9 No order placed by the Buyer which has been accepted by the Company may subsequently be cancelled by the Buyer without the consent of the Company. The Company may withhold its consent or grant consent subject to such conditions as the company may in its discretion decide.

3. DESCRIPTION

3.1 The quantity and description of the Goods or Services shall be as set out in the Company’s quotation or acknowledgement of order.

3.2 The Company reserves the right to alter or modify the specification of the Goods or Services without prior notice to the Buyer.

3.3 All samples, drawings, descriptive matter, specifications, dimensions and weights issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY

4.1 Delivery of the Goods shall take place at the Company’s place of business or at such other address as may be agreed by the Company and the Buyer.

4.2 The Buyer shall take delivery of the Goods within five days of the Company giving it notice that the Goods are ready for delivery.

4.3 If the Company agrees to deliver the Goods at the Buyer’s premises or at another address specified by the Buyer then the Buyer will notify the Company prior to delivery of all applicable weight and load restrictions.

4.4 Any dates specified by the Company for delivery of the Goods or completion of the Services are intended to be an estimate only and time for delivery or completion shall not be made of the essence by notice. If no dates are so specified, delivery of the Goods or completion of the Service shall be within a reasonable time taking into account the Buyer’s actions in terms of the time taken for the acceptance of drawings and any technical information in relation to Bespoke Goods.

4.5 Subject to the other provisions of these Conditions the Company 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 or completion of the Services (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.

4.6 If for any reason the Buyer refuses or is unable to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations or the Buyer is not present to accept delivery, or off-loading facilities are not available owing to time restrictions:

(a) risk in the Goods shall pass to the Buyer;

(b) the Goods shall be deemed to have been delivered;

(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and

(d) the Buyer will pay to the Company an administrative fee of 15% of the price of the Goods or Services (exclusive of value added tax) together with a redelivery charge, both of which will be payable by the Buyer within 14 days from the date of the Company’s invoice.

4.7 The Buyer (if necessary) shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading and unloading the Goods.

4.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.10 Subject to the Company’s obligations under clauses 5.1 and 9.4 the Buyer will not be entitled to return any Goods after delivery without the consent of the Company which the Company will be entitled to withhold at its discretion. The Company will not in any event grant consent if the Goods have been manufactured or supplied to the Buyer’s particular specifications or the Buyer’s request to return the Goods is received by the Company more than 30 days after delivery of the Goods to the Buyer.

4.11 If the Company consents to provide a replacement of the Goods according to clauses 5.1 or 9.4 the Company shall only account for the cost of delivery of the replacement of the Goods to the Buyer at the address originally provided to it as per clause 4.1. The Company shall not provide for the cost of delivery to any other address than that provided to it as per clause 4.1 including that of any of the Buyer’s customers.

4.12 Subject to clauses 4.10, 5.1 and 9.4, in the event that the Company does at its discretion accept the return of any Goods, the Buyer will pay a re-stocking charge to the Company in a sum to be agreed between the Parties. Agreement of the said sum will be a condition precedent to the return of any Goods. The restocking charge will be deducted from the invoice.

5. SHORTAGES OR NON-DELIVERY

5.1 The Buyer will inspect the Goods on delivery and confirm on the delivery note that the Goods have been inspected. Any shortages, damage or fault to the Goods must be endorsed on the delivery note and notified to the Company within 24 hours following the time of delivery. Upon such notification the Company shall investigate and if appropriate inspect the Goods and shall, if any shortages are confirmed or if the Goods are found to be damaged or faulty, at its sole discretion either repair or replace them. The Buyer will not attempt to repair any damaged Goods without the prior approval of the Company.

5.2 The Company will not accept liability for shortage of or damage to the Goods if:

(a) the Buyer fails to inspect the Goods on delivery;

(b) the Buyer inspects the Goods on delivery but there is no record of any shortage or damage to the Goods endorsed by the Buyer on the delivery note; or

(c) if the Buyer or any user of the Goods installs the Goods without first notifying the Company of damage or fault to the Goods.

5.3 The Company shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to the Company of the non-delivery within 48 hours following the date when the Goods would in the ordinary course of events have been received.

5.4 Any liability of the Company 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.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of delivery. Subject to clause 4.6 the Company accepts liability for any loss or damage to the Buyer’s Goods whilst they are on the Company’s premises and before delivery to the Buyer.

6.2 Subject to clause 6.10 ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

(a) the Goods; and

(b) all other sums which are or which become due to the Company from the Buyer on any account.

6.3 Until ownership of the Goods has passed to the Buyer, the Buyer
shall:

(a) hold the Goods on a fiduciary basis as the Company’s bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s 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 the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

6.5 Until ownership of the Goods has passed to the Buyer (and provided that the Goods are still in existence and have not been resold) the Company may at any time require the Buyer to deliver up the Goods to the Company.

6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or (if the Company has required the Buyer to deliver up the Goods under clause 6.5) to repossess them.

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this clause 6 shall remain in effect.

6.10 The terms of clauses 6.2 to 6.8 will not apply to the Buyer’s Goods.

7. PRICE

7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of acceptance of the Buyer’s order and the price for the Services shall be the price specified in the Contract.

7.2 The price for the Goods or Services shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

7.3 The Company may, by giving notice to the Buyer at any time up to ten days before delivery of the Goods or before the Company commences the Services, increase the price of the Goods or Services that is due to:

(a) any factor beyond the Company’s control (including but not limited to foreign exchange fluctuations, increases in taxes and duties, the imposition of any levy, and increases in labour, materials and other manufacturing costs);

(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, Services to be performed, or the description provided as per clause 3.1; or

(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

8. PAYMENT

8.1 Payment of the price for the Goods or Services is due in pounds sterling on the date of delivery of the Goods or completion of the Services unless the Company has agreed credit arrangements with the Buyer in which case payment is due within 30 days from the date of the Company’s invoice.

8.2 Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received until the Company has received cleared funds.

8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract:

(a) the Company may suspend any further delivery of the Goods or performance of the Services; and/or

(b) the Buyer shall be liable to pay interest to the Company 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.

9. QUALITY

9.1 The Company warrants that (subject to the other provisions of these Conditions):

(a) on delivery and for a period of twelve months thereafter the Goods (excluding the Buyer’s Goods and the Bespoke Goods) shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and (b) on delivery and for a period of twelve months thereafter the Goods (excluding the Buyer’s Goods and the Bespoke Goods) shall be reasonably fit for any particular purpose for which such Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Company; and

(b) the Services shall be performed by the Company with reasonable skill and care and in accordance with normal industry standards.

9.2 The Company shall not be liable for a breach of any of the warranties in clause 9.1 unless:

(a) the Buyer gives written notice of the defect to the Company within seven days of the time when the Buyer discovers or ought to have discovered the defect; and

(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods or Services and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.

9.3 The Company shall not be liable for a breach of any of the warranties in clause 9.1 in respect of the Goods if:

(a) the Buyer makes any further use of the Goods after giving notice of a defect in the Goods as per sub-clause 9.2 (a);

(b) the defect arises because the Buyer failed to follow the Company’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 Buyer alters or repairs such Goods without the written consent of the Company;

(d) the Buyer sells the Goods to any third party and written notice of the defect is given to the Company after the Goods have been delivered to the third party;

(e) the Buyer fails to make the Goods available to the Company for collection by the Company within 30 days of the notification of the defect pursuant to sub-clause 9.2 (a) or within 30 days of the Company’s request pursuant to sub-clause 9.2 (b) whichever is the later; or

(f) the Buyer destroys the Goods without the written consent of the Company.

9.4 Subject to clauses 9.2 and 9.3 if any of the Goods do not conform with any of the warranties in clause 9.1 the Company shall at its 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 the Company so requests, the Buyer shall, at the Company’s expense, return the Goods, or the part of such Goods which is defective, to the Company;

9.5 if any of the Services do not conform with any of the warranties in clause 9.1 the Company shall re-perform the Services as soon as reasonably practicable.

9.6 If the Company complies with clause 9.4 it shall have no further liability for a breach of any of the warranties in clause 9.1 in respect of such Goods or Services.

9.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the twelve month period.

9.8 The coating used on all ductile iron products is a temporary coating only. According to the environment they are used in, ductile iron products might begin to oxidise. Such oxidation does not affect the integrity or strength of the Goods in any way, even if it is not aesthetically appealing, and should not be compared to the corrosion of mild steel. After the initial stage, the oxidation rate of ductile iron will decrease and a protective layer will build up. When trafficked the surface will gradually take on a dark polished finish. Should this not be desirable the Company recommends that the Goods be painted with a proprietary rust-inhibiting paint at periodic intervals as needed. Any coating that is applied to the Goods when delivered is intended to protect the Goods between manufacture and installation only. The Company will not therefore accept claims for defect as a result of surface corrosion.

10. USE OF PERSONAL INFORMATION

10.1 The Company will use any personal information provided by or on behalf of the Buyer to:

(a) supply the Goods or Services to the Buyer;

(b) process the Buyer’s payment for the Goods or Services; and

(c) if the Buyer has agreed to this during the order process, to inform the Buyer about similar products or services that the Company provides, but the Buyer may stop receiving these communications at any time by contacting the Company using the contact details given to the Buyer during the ordering process.

10.2 The Company’s full privacy policy is available on the Company’s website at: www.clark-drain.com/legal.

10.3 Where the Buyer makes an application for credit for the Goods or Services the Company may perform checks against the name and financial standing of the Buyer and, where the Buyer is a company, any director of the Buyer. By agreeing to the Contract the Buyer agrees that the Company may obtain, retain and provide to third parties, including credit reference agencies, personal information and details of financial standing of the Buyer and, where the Buyer is a company, any director of the Buyer. This right also extends to disclosing any delinquent payment information related to the Buyer. The Company will monitor and keep records of information relating to the Buyer’s trade performance. Credit reference agencies may keep a record of any search that they conduct and will share information with other businesses when assessing applications for credit and fraud prevention.

10.4 The Company will only give personal information to other third parties where the law either requires or allows the Company to do so.

11. TERMINATION

11.1 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if:

(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Buyer being notified in writing to do so;

(b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Buyer's financial position deteriorates to such an extent that in the Company's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods or Services under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in sub-clauses 11.1 (b) to 11.1 (d), or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.

11.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment and fails to pay that amount within 14 days of the Buyer being notified in writing to do so.

11.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest.

11.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12. LIMITATION OF LIABILITY

12.1 Subject to clauses 4, 5 and 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer in respect of:

(a) any breach of these Conditions;

(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

12.3 Nothing in these Conditions excludes or limits the liability of the Company:

(a) for death or personal injury caused by the Company’s negligence;

(b) under section 2(3), Consumer Protection Act 1987;

(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

12.4 Subject to clauses 12.2 and 12.3:

(a) the Company’s 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 sum of £50,000;

(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract;

(c) it is the responsibility of the Buyer to determine the suitability of the Goods for their end use. The Company has no control over how the Goods are to be used or the conditions in which the Goods will be used. Subject to the other provisions of these Conditions the Company shall not to the fullest extent permitted by law be liable to the Buyer as to the suitability of the Goods for their end use;

(d) in relation to Bespoke Goods, given that the Company is manufacturing to the specification and instruction of the Buyer, to the fullest extent permitted by law (i) the Company shall not be liable to the Buyer as to the suitability of the Bespoke Goods for their end use and (ii) the Buyer remains fully liable for the installation of the Bespoke Goods and the use of the Bespoke Goods by any user of the Bespoke Goods; and

(e) where Goods are either to be modified or are modified by the Buyer, the Company excludes liability to the fullest extent permitted by the law in relation to any claims howsoever arising in relation to the Goods, including but not limited to claims arising in connection with (a) the suitability of the Goods for their end use and (b) compliance with MOD requirements, British Standards or Eurocodes or equivalent (as amended from time to time).

12.5 Copyright in all documents prepared by or for the Company in connection with the Goods and/or the Bespoke Goods and in any designs depicted in and works executed from these documents shall, unless otherwise agreed, remain the property of the Company but the Buyer shall have a non-exclusive, royalty free, transferable licence to copy, use and publish such documents (including copies thereof) for any purpose connected with the Goods including without limitation its sale, letting, use, maintenance, redesign, repair, reinstatement, advertisement, marketing, alteration, renewal, redevelopment or refurbishment and the Company agrees not to assert any moral rights in such documents (or the Goods) to such end granted pursuant to the Copyright Designs and Patents Act 1988 or any statutory re-enactment or modification thereof. The Company shall not be liable for the use of such documents for a purpose other than that for which they were prepared.

13. ASSIGNMENT

13.1 The Company may assign the Contract or any part of it to any person, firm or company.

13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

14. FORCE MAJEURE

The Company reserves the right to defer the date of delivery of the Goods or performance of the Services or to cancel the Contract (without liability to the Buyer) if it is prevented from, hindered or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental or supranational actions (including but not limited to the imposition of duties that add to the costs of the Company in performing the Contract), 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, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15. GENERAL

15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

15.3 Failure or delay by the Company 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.

15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15.6 The 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 submit to the exclusive jurisdiction of the English courts.

 16. COMMUNICATIONS

16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

(b) (in the case of communications to the Buyer) to the registered office of the Buyer (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

16.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(b) if delivered by hand, on the day of delivery; or

(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.


 

Privacy Policy

 

This website is operated by Clark-Drain Limited.

Clark-Drain Limited is a part of the group Clarksteel Holdings Limited ("Group"). We are committed to protecting your privacy and we comply with data protection laws applicable to the United Kingdom.

This privacy policy applies to personal information about:

  • Visitors to our website
  • Customers who purchase goods or services or create an account with us
  • Our suppliers

What is personal information?

Personal information is any information relating to an individual who can be identified directly or indirectly, often by name, account number, location, an online identifier or other factors specific to their identity.

Personal information may include “special category data” relating to racial or ethnic origin, political opinions, religious beliefs, membership of a trade union, physical or mental health and criminal records and allegations.

As a rule, we do not collect “special category data” about visitors to our website or our customers or suppliers. The exception is where we identify suspected criminal activity such as fraudulent claims or the use of stolen payment card details. In this case we will record details of the suspected criminal activity and may take appropriate action, including refusing to accept orders, make payments or give refunds. We may also report the incident to the relevant bank or payment card issuer, or to the police or other appropriate authorities.

See below for details of how we may use your personal information.

Website Visitors: The personal information we collect about you and how we use it

You can visit and browse our website without providing your name or contact details.

Like many websites, our server logs capture details of your operating system, browser software, IP (Internet Protocol) address and Uniform Resource Locator (URL), including the date and time of your visit.

We use cookies to analyse how our site is used by visitors and to provide some of the functionality – see our cookies policy for more information.

You may choose to provide your contact details (name, address, business, job title, email address, telephone number) if you do any of these things:

  • Sign up to a mailing list.
  • Submit a query or request a quote or other information.
  • Ask to be contacted by us.

When you enter a competition or promotional feature we may also ask for details such as your name, address, email address and telephone number so we can administer the competition and notify winners.

Separate terms and conditions may apply when you open an account, or if you decide to participate in a competition, so please make sure that you read them at the relevant time.

Customers: The personal information we collect about you and how we use it

If you purchase products or services from us, we may use your personal information in the following ways:

  • to respond to your enquiries;
  • to keep you informed about our products and services;
  • to process your order and to follow up on orders that are not completed;
  • to manage your account, including carrying out identity checks where relevant;
  • to manage your credit account (if applicable) including carrying out credit checks;
  • to use your purchase history to manage your account;
  • for market research purposes;
  • to publish trends and/or to improve usefulness and content of our website;
  • to track activity on our site and to provide a more personalised online experience;
  • to link with social media sites and services, for example, for advertising purposes;
  • to notify you about important changes or developments to our site or services;
  • to manage deliveries, returns and refunds;
  • for product liability purposes;
  • to deal with enquiries and complaints;
  • for claims management and insurance purposes; and
  • for record keeping purposes.

Suppliers: The personal information we collect about you and how we use it

If you supply products or services to us we may use your personal information in the following ways:

  • for order processing and management;
  • to manage deliveries, installations, returns and refunds;
  • for product liability purposes;
  • to manage your account, including conducting credit and other background checks where applicable;
  • for market research purposes;
  • to notify you about important changes or developments to our websites or services;
  • for supply chain management;
  • to deal with enquiries and complaints;
  • for claims management and insurance purposes; and
  • for record keeping purposes.

If you are a supplier and you have any questions about how we use your personal information, please contact your usual business contact.

More details about how we use different types of personal information are set out here:

Personal information is any information relating to an individual who can be identified directly or indirectly, often by name, account number, location, an online identifier or other factors specific to their identity.

 

 

 

 

 

 

 

 

 

 

 

 

 

How your information is accessed within the Clarksteel Holdings Limited Group

Our Group uses centralised finance, supplier and customer management systems. Your information may be accessed by others in the Group for administrative and analytical purposes. However, you will not receive marketing from other Group companies unless you have agreed to that.

Keeping You Informed

If you sign up to receive email updates or have bought or enquired about our products or services, we may use the information we collect to let you know about our other products and services which may be of interest to you and to keep you updated with information about promotional offers and what is coming soon.

You can opt out of receiving marketing communications from us at any time.

Call Recording

Some telephone calls may be recorded or monitored, for example calls to our customer services teams. Call recording and monitoring may be carried out for the following purposes:

  • training and quality control;
  • as evidence of conversations; and/or
  • for the prevention or detection of crime (e.g. fraudulent claims).

Legal Basis for Processing

Some of the information we collect is provided by you voluntarily (and therefore with your permission), for example when you sign up to join a mailing list or submit a query.

If you purchase items from us, or if you supply products or services to us, most of the information we collect is necessary so that we can fulfil the contract between us.

The remainder of the information is collected for our legitimate business purposes, which include:

  • to keep in touch with current, past and prospective customers
  • to provide online account management and related services
  • to gain an understanding of how our customers interact with us so we can provide the most relevant products and services
  • to monitor the use of our website and improve its facilities
  • to identify suspected criminal activity and take appropriate action
  • to manage our supply chain and the relationship with our suppliers
  • to protect and defend our rights.

Retention

We will retain your personal information for as long as needed for the legitimate business purposes described above.

If you are a visitor to the website, we will retain your information for a limited period in order to respond to your query, provide you with the information you require, or to send you updates on our products and services for as long as you indicate that you are happy for us to do so.

If you make a one-off purchase we normally keep records of the transaction for 7 years. If you are an account customer or a supplier we normally keep records for 7 years after the closure of your account or the last purchase or sale you made. In all cases this is for accounting, tax, and product liability purposes.

Your information may be retained for longer than this if there are valid legal grounds for us to do so, for example if required by law or court order, or as needed to defend or pursue legal claims.

Working with Service Providers

Like most organisations we engage service providers to run our website and IT systems to help us administer accounts, to conduct credit checks and fraud screening, and to handle postal and email marketing campaigns. We also work with a large number of suppliers who provide products and delivery services to us.

We will only provide these companies with the information they need to deliver the service we have engaged them for and they are prohibited from using that information for any other purpose. Whenever we share personal information about our customers or visitors to our website with our service providers, we will put in place contracts which require the service provider to protect the information and keep it secure.

Other Disclosures

Your information may be shared within the ClarkSteel Holdings Group for account management (including credit accounts), analysis and reporting.

Your personal data may be disclosed to the following third parties for the purposes described above:

  • tax, customs and excise authorities
  • regulators, courts and the police
  • fraud screening agencies
  • central and local government
  • insurance companies
  • other professional advisors

We may also disclose your personal information if we believe that the disclosure is necessary to enforce or apply our terms and conditions or otherwise protect and defend our rights, property or the safety of our customers and other users of the website.

We may disclose and/or transfer your personal information in connection with a reorganisation of all or part of our business, if the majority of our shares are bought by another company or if we transfer all or some of our assets to another company.

Transferring information to other countries

Some of the companies who provide services to us may be located outside the United Kingdom. As a result, your personal information may be transferred outside the UK. We will ensure that those service providers comply with any legal requirements that apply to the transfer of personal information outside the UK, including, where appropriate, requiring the service provider to sign the approved European Commission Standard Contractual Clauses for the transfer of personal data to third countries.

Security

We are committed to safeguarding the personal information you provide to us. We use appropriate measures to protect the information that you submit through our website and the information we collect and store about our customers.

Unfortunately, the transmission of information via the internet is not completely secure.

Although we will do our best to protect your personal information, we cannot guarantee the security of information you submit via our website and any transmission is at your own risk.

Once we have received your information, we will take appropriate technical and organisational measures to safeguard your personal data against loss, theft and unauthorised use, access or modification.

Changes to this policy

Any changes to this privacy policy will be posted here. Please refer back to this page regularly.

Links to other websites

Links may be provided on our website to other websites that are not operated by us. If you use these links, you will leave our website. You should note that we are not responsible for the contents of any third party website. External sites will have their own privacy policies which you should read carefully.

Your Rights

Marketing

You can opt out of receiving emails or text marketing at any time by using the unsubscribe option in the message. You can opt out of postal and telephone marketing by contacting us with your Clark-Drain Limited Account Number at sales@clark-drain.com

Access and Correction

If you would like to correct or update any of your other personal information, or if you would like a copy of the personal information we hold, please contact the Clark-Steel Holdings Group Data Protection Officer at the address below. We may need to ask for proof of your identity before we can respond to your request.

Other Rights

You may also have the following rights in relation to your personal information:

  • in certain circumstances, the right to restrict or object to the processing of your personal information, or request that your personal information is deleted
  • where you have provided personal information voluntarily, or otherwise consented to its use, the right to withdraw your consent
  • in certain circumstances, the right to receive a copy of the personal information which you have provided to us, in a structured, commonly used and machine-readable format or to request that we transfer that information to another party (known as “data portability”)
  • the right to complain to a Data Protection Authority (see further below)

If you have a query about this privacy policy or wish to exercise your rights, please contact the Group’s Data Protection Officer by writing to them at:

Clark-Steel Holdings Limited Data Protection Officer Station Road Yaxley Peterborough Cambs PE7 3EQ

Or emailing them at: dpo@clark-drain.com (marking emails for the attention of the Data Protection Officer).

If you are not satisfied with our use of your personal information or our response to any request made by you in relation to your personal information, you have a right to make a complaint to the Information Commissioner:

Information Commissioner’s Office

Wycliffe House

Water Lane

Wilmslow

Cheshire

SK9 5AF

Tel: 0303 123 1113 (local rate) or 01625 545745 (national rate)

Email: casework@ico.org.uk