1. General

    1.1 These Terms and Conditions (“Terms”) apply to all contracts for the supply of goods and/or services by Clever Centre Ltd (“Supplier”) to any customer (“Customer”).
    1.2 By placing an order with the Supplier, the Customer agrees to be bound by these Terms, unless otherwise agreed in writing by the Supplier.
    1.3 Any terms proposed by the Customer shall not apply unless expressly accepted in writing by the Supplier.

    1. Orders and Acceptance

    2.1 All quotations issued by the Supplier are valid for 30 days unless otherwise stated.
    2.2 A contract is formed only when the Supplier confirms acceptance of the Customer’s order in writing.
    2.3 The Supplier reserves the right to decline any order at its discretion.

    1. Supply of Goods

    3.1 Goods will correspond with their description and, where applicable, any agreed specification.
    3.2 Title to the Goods shall pass to the Customer only on full payment of all sums due.
    3.3 Risk in the Goods passes to the Customer on delivery.

    1. Supply of Services

    4.1 The Supplier shall provide services with reasonable skill, care and diligence.
    4.2 Any timelines for performance are approximate unless expressly agreed in writing.

    1. Price and Payment

    5.1 Prices are as set out in the Supplier’s quotation or order confirmation.
    5.2 All prices are exclusive of VAT and other applicable taxes, which shall be payable in addition.
    5.3 The Customer shall pay all invoices within 30 days of the invoice date unless otherwise agreed in writing.
    5.4 The Supplier reserves the right to charge interest on overdue payments at 4% above the Bank of England base rate.

    1. Delivery

    6.1 Delivery dates are estimates and the Supplier shall not be liable for any delay beyond its reasonable control.
    6.2 The Supplier will make reasonable efforts to deliver goods and services on time, but time shall not be of the essence unless agreed in writing.

    1. Warranty and Liability

    7.1 The Supplier warrants that goods will be free from material defects for 12 months from delivery.
    7.2 The Supplier shall not be liable for:

    • Losses caused by misuse, neglect, or alteration of the goods.
    • Indirect, incidental or consequential losses.
      7.3 The Supplier’s total liability in respect of each contract shall not exceed the total price paid by the Customer for the goods and/or services.
    1. Termination

    8.1 Either party may terminate the contract immediately if the other party:

    • Commits a material breach which is not remedied within 14 days of notice; or
    • Becomes insolvent or ceases trading.
    1. Force Majeure

    The Supplier shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to strikes, lockouts, industrial disputes, natural disasters, or supply chain disruptions.

    1. Governing Law

    10.1 These Terms and the contract between the Supplier and the Customer shall be governed by and construed in accordance with the laws of England and Wales.
    10.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

    📄 Updated: September 2025