1.  Orders & Quotes

1.1  Prices quoted will be subject to change in line with inflation and the cost of materials.

1.2  Net Prices are subject to VAT at the rate at which the quote is dated.

1.3  Confirmation will be sent to the sender of the order which will show either an acceptance of the price as per the original sent order or the amended price if different, including the addition of carriage charges. Price as per confirmation is what will be invoiced.

1.4  Products are to be ordered in box quantity as stated in the catalogue unless given authority or are special manufactures.

1.5  Once an order has been accepted for special manufactures (also known as PREFS), and a confirmation of the order has been sent to the buyer, these goods are not eligible for cancellation or return.


2.  Delivery

2.1  Carriage charges are applicable if the total net value of the order is below the carriage paid limit unless otherwise agreed.

2.2  Delivery time slots by third-party couriers are not guaranteed due to conditions faced by the courier company on that day which can be affected by weather, road conditions, and/or mechanical breakdowns. Premium delivery services such as pre-1 pm are subject to conditions in which the courier company is able to deliver at that time (as above) and are not guaranteed.

2.3  Zip-Clip will endeavour to meet all delivery dates requested, but Zip-Clip is not legally liable for any delay in delivering goods resulting in delays in installation times.

2.4  Once goods have been delivered, there is a 24-hour notice period to report if the goods received are damaged or have parts missing.

2.5  Any damage or loss of goods, after being received in good condition, will be the responsibility of the buyer to resolve.


3.  Invoicing

3.1  Invoices are to be paid promptly as directed by your account terms of payment, delivery POD can be provided if required.

3.2  If payment is delayed beyond acceptable reason, Zip-Clip has the right to suspend further deliveries until such payment has been received in full.

3.3  Invoice disputes must be reported within 7 days of receipt.

3.4  Ownership of goods will remain that of Zip-Clip until the invoice for those goods is paid in full.

3.5  Failure to pay for said goods will give Zip-Clip the following rights:

3.5.1  To give written notice that these goods must not be sold or disposed of until full payment is received.

3.5.2  To cancel any undelivered orders that are to be transported to you.

3.5.3  To enter any property to retrieve said goods without giving notice.

3.6  Unless otherwise agreed, invoices will be in full paid within 30 days of the invoice date.


4.  Returns

4.1  Goods deemed damaged beyond use when received must be reported within the 24-hour period of being delivered.

4.2  Unwanted goods, either old stock or goods returned by the end user, must be authorized by a member of Zip-Clip. Return of these goods would be subject to either a 2:1 replacement order or a 30% restocking charge unless otherwise agreed with Zip-Clip, these goods are to be returned at your cost.

4.3  Goods are not to be returned before being authorized.

4.4  Goods returned will remain the property of yourself and you will be responsible for return carriage if goods are not authorized or accepted for return.

4.5  Special-made items such as PREFS are not subject to return.


5. Export

5.1  Terms of export of goods apply to all the above conditions.

5.2  DAP – Delivered to a named place. Zip-Clip is responsible for the delivery of goods to the named place, the customer is responsible for customs clearance and paying all local duties and taxes in force.

5.3  Ex-works –Zip-Clip will make the goods available for collection at their Welshpool warehouse. It is the buyers’ responsibility to arrange and pay for the collection, transport, customs clearance for both export and import and payment of all local duties and taxes in force.

5.4  CFR – Zip-Clip is responsible for loading goods cleared for export onto a vessel headed to a named port at which point responsibility will transfer to the buyer. Responsibility for unloading/delivery of goods and paying all local duties and taxes in force is that of the buyer.


6.  Force Majeure

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, the act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.


7.  Warranties

7.1  The Seller warrants for a period of 180 months commencing on the date of delivery of the goods (warranty period) the goods shall:

7.1.1  Conform with their description;

7.1.2  Be of satisfactory quality under the definition in the Sale of Goods Act 1979;

7.1.3  Be fit for purpose as defined by the seller; and

7.1.4  Be installed in a suitable environment, in ambient conditions, as defined by the Seller.


8.  General

8.1  Notices.

8.1.1  Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office, as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.

8.1.2  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

8.1.3  Waiver – A waiver of any rights under the Contract or law 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 prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8.1.4  No partnership or agency – Nothing in the Contract is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have the authority to act as an agent for, or to bind, the other party in any way.

8.1.5  Third parties – A person who is not a party to the Contract shall not have any rights to enforce its terms.

8.2  This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between the parties, whether written or verbal.

8.3  Variation – Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless agreed in writing and signed by the Seller.

8.4  Governing law – This agreement 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 the law of England and Wales.

8.5  Jurisdiction – Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract or its subject matter or formation (including non-contractual disputes or claims).


Matthew Clay-Michael
Joint CEO

Ref. FO-04-08, Issue: 002, June 2023