Clearwater Controls Terms & Conditions

The terms and conditions for the sale of CLEARWATER CONTROLS LIMITED (“Seller’s”) products (“Products”) are contained herein. By submitting a purchase order to purchase Product(s) quoted by Seller and /or accepting delivery of Product(s) from Seller (an “Order”), the buyer of Seller’s Products (“Buyer”) agrees to be bound by and accepts these terms and conditions, which are deemed to be fully incorporated into an Order. Any different or additional terms or conditions in Buyer’s purchase order or other documentation are hereby objected to and shall be null and void, unless the different or additional term or condition is expressly acknowledged and accepted in writing by Seller. Seller’s acceptance of an Order or delivery of Product to Buyer by Seller or its agents does not imply acceptance of different or additional terms or conditions that are not expressly acknowledged and accepted in writing by Seller.

  1. LICENCED USAGE: Any product provided as part of this quotation on an annual subscription basis remains the property of Clearwater Controls Limited. Payment of the annual subscription provides the customer with a licence to operate and utilise the product (or service if applicable). Payment of the subscription does not infer or convey any rights or access to any form of maintenance or upgrade services. These can be made available under separate charge, or can be made available if specifically referred to as part of any product annual subscription charge. Subscription charges can vary accordingly depending on the product (or service) functionality that is provided. Subscription charges become payable annually and are payable for a minimum of 3 years, after which the subscription period automatically renews for repeating 12 month periods. Subscription charges can be cancelled by giving 3 months notice prior to the expiry of the initial 3 year period or by giving 3 months notice prior to any annual 12 month renewable period. If any subscription charge fails to be paid on the agreed payment terms, then the functionality (or service) provided under the terms of the subscription will be withdrawn/stopped.
  2. PAYMENT TERMS: Payment is due 30 days from the date of an invoice. Interest at the rate of one and one-half percent (1.5%) per month will be charged on any invoice unpaid after 30 days from the date of the invoice. Buyer shall be responsible for and agrees to pay upon demand all interest, costs and expenses, including attorney’s fees and legal expenses, incurred by Seller in connection with collection of any amounts owed to Seller.
  3. DELIVERY: Products shall be F.O.B. Seller’s facility in Cumbernauld, Scotland. Title to and risk of loss or damage to Products vests in Buyer upon delivery to the carrier, regardless of shipping or insurance arrangements. Seller is not liable for delays, loss or damage to Products after delivery to carrier. Buyer must notify Seller in accordance with Paragraph 4.a and file all claims against any carrier for such delays, loss or damage to Products after delivery by Seller to carrier.
  4. PRODUCTION SCHEDULE & SHIPPING: All shipping dates provided by Seller are approximate. Production schedules are subject to change and dependent on current conditions and Seller will notify Buyer of any anticipated change to the estimated shipping date for the Products to be delivered. Seller shall not be liable for any manufacturing or shipping delays.
  5. INSPECTION, ACCEPTANCE, AND PRODUCT RETURNS: Buyer, or someone on Buyer’s behalf, shall examine the Products delivered by Seller promptly upon receipt and notify Seller of all visible damage, non-conformity, or shortages prior to acceptance of Products from the carrier. Except in the case of claims for defects made in accordance with Paragraph 9, Buyer shall advise the Seller and carrier of all claims no more than ten (10) days after Product receipt. Failure to advise Seller and carrier of shortages, non-conformity, or damage within the time specified above shall extinguish all claims and will be deemed acceptance of the Products.

a. Product returns for non-conformity or defect will only be accepted upon Seller’s prior written authorization in accordance with the following procedures: (i) Seller will only accept returns upon its written authorization following written notification of the non-conformity within the time period set forth above; (ii) Buyer shall be responsible for properly packaging and shipping all authorized returns; and (iii) Seller will refund or credit the purchase price of the Products less all handling and administrative costs in an amount not to exceed 5% of the purchase price.

  1. CANCELLATIONS: The Order is for custom built Products and may not be cancelled by Buyer without Seller’s written consent. Any approved cancellation is subject to a 25% restocking fee before or after delivery of the Products. If Seller approves cancellation after delivery of the Products, Buyer must return the Products within 30 days of Buyer’s receipt of the Product in new, unopened condition.
  2. CHANGES: Buyer may not reduce or change any Order without Seller’s written consent. Buyer shall pay all costs incurred by Seller as a result of the reduction or change to the Order.
  3. INSTALLATION OF PRODUCTS. Buyer is advised that in order to function correctly, the Products supplied by Seller should be correctly installed and tuned by an appropriately trained technician. It is recommended that the Buyer have the Products installed by a technician approved by the Seller. As part of the installation and commissioning process it is essential that the pump must be lifted and cleaned and the pump impeller nut or bolt must be torqued to the manufacturer’s specified torque rating. If the BUYER is installing and commissioning the PRODUCTS, or securing a third party to do so, then it is the BUYER’S responsibility to ensure that these described tasks are carried out correctly. The Seller shall not be responsible for any damage to the Products, any plant or equipment of the Buyer or other loss, cost, claim or expense arising from the failure of the Products to be properly installed.
  4. LIMITATION OF LIABILITY: Seller’s total liability on any claim of any kind shall be limited to repair or replacement of the defective or non-conforming goods or repayment of the purchase price. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS; INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGES; OR ANY OTHER CLAIMS BROUGHT AGAINST A PARTY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. In no event shall Seller be liable for damages exceeding the purchase price for goods sold. Buyer agrees to indemnify and hold Seller harmless from all claims by third parties which extend beyond the foregoing limitations in Seller’s liability.
  5. SELLER INTELLECTUAL PROPERTY: Buyer acknowledges and agrees that Seller is the sole and exclusive owner of all trade secrets, technical data, know how, trade names, trademarks, trade dress, copyrights, logos, commercial symbols, inventions, patents, or similar rights or registrations, branding labels and designs used on, or in connection with, the Products, now or hereafter held or applied for in connection therewith (collectively, the “Seller IP”). Seller provides Buyer with a limited, non-exclusive, non-transferable, non-sublicensable, fully paid up, worldwide license under the Seller IP to use the Products for the purposes contemplated by the Order. Otherwise, the Order provides Buyer with no right, title or interest of any kind or nature whatsoever in or to the Seller IP, or the goodwill associated therewith.
  1. LIMITED WARRANTY: Seller warrants that commencing from the date of shipment to Buyer (and in case of resale by Seller’s reseller, commencing not more than ninety (90) days after original shipment by Seller), and continuing for a period of 24 months, the Products will be free from defects in material and workmanship under normal use. The date of shipment of a Product by Seller is set forth on the packaging material in which the Product is shipped. This limited warranty is not transferable and extends only to the original user of the Product.
    Buyer’s sole and exclusive remedy and the entire liability of Seller and its suppliers under this limited warranty will be, at Seller’s option, shipment of a replacement within the warranty period or a refund of the purchase price if the Products are returned to the party supplying it to Buyer, freight and insurance prepaid. In no event shall Seller be liable for any other damage or loss, including, but not limited to, any claims of the Buyer’s customers, lost profits, lost sales, cost of substitute equipment, or any other special, incidental or consequential damages.
    Seller’s agents, employees, and resellers are not authorized to modify this warranty or make any additional warranties that are binding on Seller. Any statements made by Seller’s agents, employees, or resellers do not constitute warranties. Seller does not authorize any person or entity to create any additional obligation, liability, or warranty in connection with the Product.
    Seller’s obligations hereunder are conditioned upon the return of affected Products in accordance with the following procedure: (i) Seller will only accept returns upon its written authorization following written notification of the defect within 24 months after original shipment by Seller (or additional 90 days if resold by Seller’s reseller); and (ii) Buyer shall be responsible for properly packaging and shipping all authorized returns.
    Restrictions. The above warranty does not apply if the Products (a) have been altered, except by Seller or its authorized representative, (b) have not been installed, operated, repaired, or maintained in accordance with instructions supplied by Seller, (c) have been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident.
    DISCLAIMER OF WARRANTY: EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY SELLER, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THESE WARRANTIES GIVE BUYER SPECIFIC LEGAL RIGHTS, AND BUYER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.
    NO ADDITIONAL WARRANTY: Buyer shall be solely responsible for any additional or different warranty provided to third parties.
  2. GOVERNING LAW AND JURISDICTION: The Order shall be governed by the laws of Scotland. Buyer consents to the exclusive jurisdiction of the Scottish courts with respect to any dispute or matter related to or arising out of this Agreement or by order.
  1. SEVERABILITY: If any of these terms and conditions are determined to be invalid, illegal, or unenforceable, the validity and enforceability of the remaining terms shall be unaffected. Ambiguities, inconsistencies ore conflict shall not be construed against either party.
  2. NO WAIVER: No failure or delay by Seller to exercise any right created by these terms and conditions shall operate as a waiver of any of Seller’s other rights.
  3. Buyer to ensure the application of the Deragger product is suitable for the application. The pumps must be suitable for reverse operation. Any limitation to the reversal needs to be submitted to Clearwater controls prior to any installation or Commissioning