Terms of Use of Site

These Terms and Conditions apply when you, as a customer, purchase any product or service from Clute Wholesale and Distribution CC trading as Clute Corp (“Clute Corp”, “we”, “our”, or “us”) and constitute a valid and binding agreement between you and Clute Corp.

By using this Website or purchasing any products or services from Clute Corp, you agree to comply with these Terms and Conditions without modification.

Please read these Terms carefully and ensure that you understand them. Certain provisions may limit your rights and impose obligations upon you.

You may only use this Website for lawful purposes and legitimate purchases. Any speculative, fraudulent, unlawful, abusive, unauthorized, or harmful use of this Website is strictly prohibited.

This Website and all content contained herein, including but not limited to text, graphics, logos, layouts, advertisements, product presentations, mock-ups, catalogues, designs, images, branding, marketing material, and website structure, may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, embedded, extracted, or otherwise used without prior written consent from Clute Corp. Unauthorized use may violate copyright, trademark, intellectual property, and other applicable laws.

Disclaimer of Warranty

The contents of this Website are provided “as is” and “as available” without warranty of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, availability, accuracy, completeness, reliability, and non-infringement.

Clute Corp assumes no responsibility for any errors or omissions in the content of this Website and makes no representations regarding the safety, reliability, correctness, suitability, or completeness of any information contained herein.

To the maximum extent permitted by law, Clute Corp shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or economic damages, including but not limited to:

• loss of profits;
• loss of business;
• project delays;
• interruption of operations;
• reputational damage;
• data loss; or
• third-party claims,

arising from:

• the use or inability to use this Website;
• delays in supply or delivery;
• supplier shortages;
• courier failures;
• third-party service interruptions;
• customs delays;
• import restrictions;
• branding delays; or
• products or services supplied.

Clute Corp’s total liability for any claim relating to an order shall not exceed the total amount actually paid by the customer for the specific order giving rise to the claim.

Our Rights

Clute Corp reserves the right to:

• modify, suspend, restrict, or discontinue the Website or any part thereof without notice;
• amend these Terms and Conditions at any time;
• refuse service or cancel orders where necessary;
• correct pricing, product description, specification, or image errors;
• suspend accounts or transactions suspected of fraud, abuse, unlawful activity, or reputational harm.

It is the customer’s responsibility to review these Terms regularly. Continued use of the Website constitutes acceptance of any amended Terms.

Privacy Policy

Clute Corp is committed to protecting your privacy and handling personal information responsibly and in accordance with applicable laws.

Information collected through the Website or during transactions may include:

• contact details;
• billing information;
• delivery details;
• company details;
• IP addresses;
• browser information; and
• website usage statistics.

This information may be used for:

• order processing;
• customer support;
• fraud prevention;
• delivery arrangements;
• account administration;
• internal record keeping; and
• improving our services.

Clute Corp will not unlawfully sell or disclose personal information to third parties except where necessary to:

• fulfill orders;
• process payments;
• arrange deliveries;
• obtain supplier quotations;
• provide customer support; or
• comply with legal obligations.

By using this Website, you consent to the collection and use of your information in accordance with this policy.

Third-Party Links

This Website may contain links to external websites or third-party resources. Clute Corp is not responsible for the content, availability, security, privacy practices, or reliability of any third-party websites or services.

Accessing third-party websites is entirely at the user’s own risk.

Product Availability

Lead times are dependent on supplier stock availability, branding lead times, transportation schedules, dispatch times, import processes, customs clearance, and courier operations.

Due to the extensive range of products sourced from various suppliers, Clute Corp operates primarily on a supplier sourcing and drop-shipping model for many products.

Standard delivery lead times generally range between 5 and 14 working days depending on supplier availability, branding requirements, and transport arrangements.

Certain essential products may be held in stock and available for immediate purchase.

All delivery dates, ETA's, dispatch dates, and lead times are estimates only and cannot be guaranteed.

Clute Corp shall not be held liable for:

• supplier shortages;
• discontinued products;
• import delays;
• customs delays;
• courier delays;
• transportation disruptions;
• supplier allocation limitations; or
• circumstances beyond its reasonable control.

Quotes remain valid for 7 days from date of issue unless otherwise stated and remain subject to:

• supplier stock availability;
• exchange rate fluctuations;
• freight adjustments;
• supplier price increases; and
• import cost changes.

Products and Services

Every reasonable effort is made to ensure that product descriptions, specifications, pricing, colours, images, sizing, and marketing materials are accurate.

However, actual products may vary slightly due to:

• manufacturing updates;
• supplier variations;
• packaging changes;
• production tolerances;
• fabric dye lots;
• embroidery processes;
• print methods;
• engraving methods;
• lighting conditions; and
• colour representation differences between screens, print media, and physical products.

Product images, mock-ups, advertisements, catalogues, renders, and branded visuals are for illustrative purposes only and may differ slightly from the final product supplied. Such variations shall not constitute defects.

In the event of an obvious pricing, image, specification, or description error, Clute Corp reserves the right to cancel, amend, or refuse the affected order.

Customers are solely responsible for ensuring that products ordered are correct, suitable, compliant, and fit for their intended purpose or application.

Any incorrect, damaged, defective, missing, or incomplete products supplied must be reported in writing within 48 hours of delivery or collection together with supporting photographs where applicable.

Failure to notify Clute Corp within the prescribed period shall constitute acceptance of the goods as delivered and supplied.

All intellectual property, including but not limited to designs, layouts, advertisements, graphics, mockups, marketing material, branding concepts, website content, and product presentations created by Clute Corp, remains the sole property of Clute Corp unless otherwise agreed in writing.

The artwork, logos, trademarks, and branded visuals displayed on products, catalogues, advertisements, or social media content remain the property of their respective owners and are used for illustrative purposes only. Their appearance does not imply endorsement, affiliation, or authorization unless expressly stated.

Order Cancellations

Orders may not be cancelled once sourcing, procurement, branding, customization, production, embroidery, printing, engraving, manufacturing, or supplier reservation processes have commenced.

Cancellation requests prior to this stage may be considered solely at the discretion of Clute Corp and may be subject to:

• supplier charges;
• administrative fees;
• courier costs;
• restocking fees;
• cancellation penalties; and
• handling charges.

Where stock has been specially sourced, imported, customized, manufactured, branded, or reserved specifically for a customer order, Clute Corp reserves the right to charge up to the full order value in the event of cancellation.

No refunds shall apply to:

• branded products;
• personalised products;
• customized products;
• specially sourced goods;
• made-to-order goods; or
• production-committed orders,

unless otherwise required by applicable law.

Design Licensing Terms

By accepting any design work supplied by Clute Corp, the client agrees to the following:

Third-Party Content Usage

Certain graphics, vectors, fonts, templates, stock images, mock-ups, or design elements may originate from licensed third-party platforms and remain subject to their original licensing terms.

Limited License to Use

Clients are granted a non-exclusive and non-transferable license to use final approved designs solely for their intended business or promotional purpose.

No Resale or Redistribution

Artwork, editable files, layered files, vector files, templates, production files, source files, or design assets may not be resold, redistributed, extracted, shared, sub-licensed, or reused as standalone resources without prior written consent from Clute Corp.

Usage Restrictions

Designs supplied by Clute Corp may not be used in any manner that:

• violates copyright or trademark laws;
• exceeds licensing limitations;
• infringes third-party rights; or
• competes with or replicates original licensed stock resources.

Liability Disclaimer

Clute Corp does not guarantee exclusivity of any third-party licensed content and shall not be liable for misuse of designs outside the agreed licensing terms.

Branding and Custom Work

All artwork, layouts, branding designs, spelling, colours, quantities, garment sizes, branding positions, specifications, and production details must be approved by the customer prior to production.

By approving artwork, proofs, mock-ups, quotations, layouts, or production confirmations, the customer confirms that all details are accurate and approved for production.

Email approvals, WhatsApp approvals, electronic approvals, digital mock-up approvals, and written confirmations shall constitute valid approval for production purposes.

Once approval has been provided, Clute Corp shall not be liable for:

• spelling mistakes;
• layout issues;
• colour variations;
• positioning discrepancies;
• quantity errors;
• sizing discrepancies;
• branding placement discrepancies; or
• any other details approved by the customer.

Colour variations may occur between:

• digital proofs;
• embroidery;
• printing;
• engraving;
• manufacturing processes;
• materials; and
• display screens.

Exact colour matching cannot be guaranteed.

All customized, branded, personalised, specially sourced, or made-to-order products are strictly non-returnable and non-refundable unless proven defective under applicable law.

Artwork supplied in low-quality, incorrect, non-vector, corrupted, incomplete, or production-unsuitable formats may require:

• redrawing;
• recreation;
• setup;
• conversion;
• tracing; or
• vectorization fees

before production can commence.

By supplying logos, trademarks, artwork, branding, or copyrighted material to Clute Corp, the customer warrants that they possess the legal authority to use such material and indemnifies Clute Corp against any copyright, trademark, licensing, or intellectual property claims arising from its use.

No cancellations, refunds, or amendments shall be accepted once branding, sourcing, customization, embroidery, printing, engraving, manufacturing, or production has commenced.

Inspection and Acceptance of Goods

Customers are responsible for inspecting all goods immediately upon delivery or collection.

Any claims relating to shortages, defects, damages, incorrect products, or missing items must be submitted in writing within 48 hours of receipt together with supporting photographs where applicable.

Failure to report claims within the specified period shall constitute acceptance of the goods and may result in the claim being declined.

Repairs and Warranties

If a purchased product becomes defective within its applicable warranty period, the customer must notify Clute Corp as soon as reasonably possible after discovering the defect.

Certain products may carry manufacturer warranties extending beyond statutory warranty periods. Such warranties remain subject to the manufacturer’s own terms and conditions.

Clute Corp reserves the right to:

• inspect;
• test;
• repair;
• replace; or
• refer products for technical evaluation

before approving refunds, repairs, replacements, or credits.

Warranty claims shall not apply where defects arise from:

• misuse;
• negligence;
• improper storage;
• unauthorized modifications;
• improper handling;
• accidental damage;
• normal wear and tear; or
• acts of nature.

Returns and Refunds

Returns may be accepted within 10 working days of purchase provided that:

• products are unused;
• products remain in original packaging;
• all accessories, labels, and documentation are included; and
• products are not customized, branded, personalised, specially sourced, clearance, or made-to-order items.

The following products are strictly non-returnable:

• customized products;
• branded products;
• personalised products;
• specially sourced products;
• clearance products;
• discontinued products;
• made-to-order products; and
• products damaged through misuse or alteration.

Clute Corp reserves the right to charge:

• restocking fees;
• handling fees;
• collection fees;
• courier fees;
• storage fees;
• supplier penalties; and
• administrative costs

where applicable.

Approved refunds may be processed as:

• replacement products;
• account credit; or
• refund via the original payment method.

Refund processing times may vary depending on supplier procedures and banking systems.

Delivery Policy

By placing an order with Clute Corp, you acknowledge that legal obligations arise once payment, deposit, written confirmation, or account approval has been received.

Delivery fees may apply depending on:

• supplier location;
• product type;
• branding requirements;
• delivery destination; and
• transport arrangements.

Additional transport charges may apply for remote or outlying areas.

Shipping

Customers are responsible for providing accurate delivery information and ensuring that receiving arrangements are accessible and available.

Delivery lead times for non-stock items generally range between 5 and 10 working days depending on:

• supplier combinations;
• branding requirements;
• transport methods;
• supplier stock availability; and
• courier schedules.

Clute Corp reserves the right to select the most suitable courier, transport provider, supplier, or delivery method for each order.

Undeliverable packages returned to Clute Corp may incur additional:

• delivery charges;
• handling fees;
• storage fees; and
• re-delivery costs.

Delivery and Risk

Delivery dates and lead times are estimates only and are subject to supplier stock availability, branding lead times, transport schedules, courier performance, customs processes, import delays, power outages, and circumstances beyond Clute Corp’s reasonable control.

Clute Corp shall not be liable for delays caused by:

• suppliers;
• manufacturers;
• couriers;
• transport companies;
• strikes;
• power outages;
• customs authorities;
• governmental actions; or
• unforeseen events.

Under no circumstances shall Clute Corp be liable for indirect, consequential, or economic losses arising from delayed delivery, including:

• loss of profits;
• project delays;
• business interruption;
• contract penalties; or
• reputational harm.

Any shortages, damages, incorrect products, or delivery discrepancies must be reported in writing within 48 hours of delivery or collection.

Once goods have been:

• delivered;
• collected; or
• handed to a courier, freight company, transport provider, or customer-appointed representative,

the risk in the goods shall pass to the customer.

Ownership of goods shall nevertheless remain vested in Clute Corp until payment has been received in full.

Once goods have been handed to a courier, freight company, transport provider, or customer-appointed representative, Clute Corp shall not be liable for theft, delays, damages, losses, or consequential damages caused by third-party logistics providers.

Courier and Third-Party Liability

Clute Corp may utilize third-party couriers, freight companies, manufacturers, suppliers, branding contractors, installers, and logistics providers for order fulfillment and delivery.

While every reasonable effort is made to ensure safe and timely delivery, Clute Corp shall not be liable for:

• loss;
• theft;
• damage;
• delay; or
• consequential losses

arising from the acts or omissions of third-party service providers once goods have been dispatched, released, or collected.

Customers are encouraged to arrange insurance for high-value shipments where necessary.

Storage and Uncollected Goods

Clute Corp reserves the right to charge reasonable storage, handling, administration, or warehousing fees for:

• uncollected orders;
• repaired items;
• branded goods;
• customer-supplied materials; or
• completed orders awaiting collection.

Goods not collected within 60 days after notification of readiness for collection or delivery may be resold, disposed of, released, or otherwise dealt with in order to recover storage, handling, administrative, or related costs.

Payments and Order Processing

Clute Corp primarily operates as a Cash-on-Delivery (COD) business.

Order processing will only commence once:

• a confirmed order has been received; and
• payment, deposit, or agreed account arrangements have been fulfilled.

Orders below NAD 10,000.00 may require full upfront payment.

Orders involving branding, customization, special sourcing, imports, or non-standard products may require full payment before production or procurement commences.

Website pricing excludes VAT, branding, setup, courier fees, and delivery charges unless otherwise stated.

Clute Corp reserves the right to:

• suspend order processing;
• withhold deliveries;
• cancel orders;
• recover goods;
• appoint debt collection agencies; or
• institute legal proceedings

where payments remain overdue.

Clute Corp further reserves the right to allocate payments received toward any outstanding invoice, legal fees, interest, administrative costs, or account balance at its discretion.

Interest may be charged on overdue accounts at the maximum rate permitted by applicable law.

The customer shall remain liable for all legal, tracing, collection, attorney-and-client, commission, and recovery costs incurred by Clute Corp in recovering overdue amounts.

Retention of Ownership

All goods supplied by Clute Corp shall remain the sole property of Clute Corp until full payment has been received and cleared in full, including where deposits or partial payments have been made.

Risk in the goods passes to the customer upon delivery or collection; however, ownership shall remain vested in Clute Corp until all amounts owing have been settled in full.

Clute Corp reserves the right to:

• withhold delivery;
• suspend services;
• recover goods;
• institute legal proceedings;
• appoint debt collection agencies; and
• recover legal and collection costs associated with non-payment.

The customer irrevocably authorizes Clute Corp to recover unpaid goods where lawful and reasonably necessary.

Force Majeure

Clute Corp shall not be liable for any delay, interruption, or failure in performance arising from events beyond its reasonable control, including but not limited to:

• supplier delays;
• transportation disruptions;
• strikes;
• labour disputes;
• power outages;
• internet failures;
• natural disasters;
• war;
• civil unrest;
• governmental actions;
• import or export restrictions;
• pandemics;
• fuel shortages; or
• communication failures.

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Namibia.

Any disputes arising from these Terms, products, services, or transactions shall be subject to the jurisdiction of the courts of Namibia.

The customer further consents to the jurisdiction of the Magistrate’s Court of Namibia notwithstanding the value of the claim, provided that Clute Corp reserves the right to institute proceedings in any other competent court where necessary.

Entire Agreement

These Terms and Conditions constitute the entire agreement between Clute Corp and the customer relating to the use of the Website and the supply of products or services.

No relaxation, indulgence, waiver, representation, or amendment shall be binding unless agreed to in writing by Clute Corp.

If any provision of these Terms is found to be unlawful, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.