Terms & Conditions

AGREED TERMS

  1. About us
    • Company details. OpenClean Technologies Limited (company number: 12699262) (we and us), is a company registered in England and Wales and our registered office is at 30 Upper High Street, Thame, Oxfordshire, OX9 3EZ. Our VAT number is 352330531. We operate the website www.openclean.co.uk.
    • Contacting us. To contact us telephone our customer service team at 0345 073 96 96 or email info@openclean.co.uk How to give us formal notice of any matter under the Contract is set out in clause 2.
  2. Our contract with you
    • Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
    • Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    • These Terms and the Contract are made only in the English language.
  3. Placing an order and its acceptance

If you are ordering online via our website:

  • Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
  • Correcting input errors. Our order process allows you to check and amend any errors before submitting your order with us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
  • Acknowledging receipt of your order. After you place an order, you will receive an acknowledgement from us to confirm that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.
  • Accepting your order. Our acknowledgement of receipt of your order will contain a confirmation of the Goods purchased and the price payable including taxes and delivery charges. Following receipt of our acknowledgement, you must follow the onscreen prompts to confirm that you wish to proceed. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.

If you are ordering through other means (not online):

  • Placing your order. Your verbal or written communication requesting goods from us (Goods) or accepting any quotation which we have provided to you constitutes an offer by you to purchase the Goods in accordance with these Terms. You are responsible for ensuring that the termsof your order are complete and accurate.
  • Accepting your order. Your order shall only be deemed to be accepted when we issue a written acceptance of the order (which may be by email), at which point the Contract shall come into existence.
  • Quotations are not an offer. A quotation for the Goods given by us shall not constitute an offer. A quotation shall only be valid for the period specified within the quote.

For all customers (online or offline):

  • These Terms prevail. These Termsapply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  • If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
  • You may cancel your order up to 24 hours prior to dispatch of the Goods by us.
  1. Our goods
    • The images of the Goods on our website or in any other marketing literature are for illustrative purposes only. Although we have made every effort to display the colours and appearance of our goods accurately, we cannot guarantee that your computer's display of the goods accurately reflect the colour and appearance of the Goods provided.
    • The packaging of your Goods may vary from that shown on images on our website.
    • We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
  2. Return and refund

 Please refer to our Refunds Policy for information on what to do if you want to return the Goods and obtain a refund. A copy of our Refund Policy is available on request and please contact us using the details set out in clause 1.1 above.

  1. Delivery, transfer of risk and title
    • We will use our commercially reasonable efforts to deliver the Goods to you within three business days of acceptance of your order, however, time for delivery is not of the essence of the Contract. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens.
    • Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
    • Title to the Goods shall not pass to you until the earlier of:
      • we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you, in which case title to the Goods shall pass at the time of payment of all such sums; and
      • you resell the Goods, in which case title to the Goods shall pass to you at the time specified in Clause 6.5.
    • Until title to the Goods has passed to you, you shall:
      • store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • notify us immediately if you become subject to any of the events listed in Clause 12.1; and
      • give us such information as we may reasonably require from time to time relating to:
        • the Goods; and
        • your ongoing financial position.
      • If you are appointed as one of our distributors and have entered into a distribution agreement with us then you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
        • You do so as principal and not as our agent; and
        • title to the Goods shall pass from us to you immediately before the time at which resale occurs.
      • If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
      • If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
  1. International delivery
    • We deliver internationally and will use reasonable efforts to ensure that we can deliver to your international destination of choice (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, and in some cases it will not be practical or feasible for us to deliver internationally. We will review your International Delivery Destination when you place your order and inform you before we accept your order whether or not we are able to make the delivery.
    • If you order Goods from us for delivery to an International Delivery Destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
    • You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
    • You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
  2. Price of goods and delivery charges
    • The prices of the Goods will be as quoted to you at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
    • Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
    • The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
    • The price of the Goods does not include delivery charges. Our delivery charges are as advised to you before you confirm your order.
    • It is always possible that, despite our reasonable efforts some of our Goods may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you either in writing or by telephone to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
  3. How to pay
    • You can pay for Goods using the following methods:
      • By paying via PayPal.
      • We also accept debit and credit card payment via Stripe.
      • In some cases, we may agree for you to pay by BACS bank transfer, but this is at our sole discretion.
    • Unless we agree with you in advance that you may pay for the Goods on credit, payment for the Goods and all applicable delivery charges must be made in advance of dispatch.
    • If we do agree that you may pay for the Goods on credit, we will invoice you for the Goods on or at any time after the completion of delivery and you shall pay each invoice:
      • within 30 days of the date of the invoice or in accordance with any credit terms agreed by us and confirmed in writing to you; and
      • in full and in cleared funds to a bank account nominated in writing by us, and

time for payment shall be of the essence of the Contract.

  • If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under Clause 12(Termination), you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  1. Our warranty for the goods
    • We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
    • We provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:
      • subject to clause 4, conform in all material respects with their description;
      • be free from material defects in design, material and workmanship.
    • Subject to clause 4, if:
      • you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 2;
      • we are given a reasonable opportunity of examining the Goods; and
      • if we ask you to do so, you return the Goods to us at your cost,

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

  • We will not be liable for breach of the warranty set out in clause 2 if:
    • you make any further use of the Goods after giving notice to us under clause 3;
    • the defect arises as a result of us following any drawing, design or specification supplied by you;
    • you alter or repair the Goods without our written consent;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
    • the defect arises from installation or removal of the Goods where this has not been carried out by us; or
    • the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 2 to the extent set out in this clause 10.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Terms also apply to any repaired or replacement Goods supplied by us to you.
  1. Our liability: your attention is particularly drawn to this clause
    • References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
    • Nothing in these Terms limits or excludes our liability for:
      • death or personal injury caused by our negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      • any other liability that cannot be limited or excluded by law.
    • Subject to clause 3, we will under no circumstances be liable to you for:
      • any loss of profits, sales, business, or revenue; or
      • loss of business opportunity;or
      • loss of anticipated savings;or
      • loss of goodwill; or
      • any indirect or consequential loss.
    • Subject to clause 3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods.
    • Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
  2. Termination
    • Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
      • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
      • you fail to pay any amount due under the Contract on the due date for payment;
      • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      • your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    • Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
    • 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.
  3. Events outside our control
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    • If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      • we will contact you as soon as reasonably possible to notify you; and
      • our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
    • You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
  4. Communications between us
    • When we refer to "in writing" in these Terms, this includes email.
    • Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    • A notice or other communication is deemed to have been received:
      • if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      • if sent by email, at 9.00 am the next working day after transmission.
    • In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  5. General
    • Assignment and transfer.
      • We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
      • You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    • Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    • If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
    • Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    • Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    • Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.