Terms & Conditions
1.1 “You, your” means the person who buys or agrees to buy the goods from us.
1.2 “We, us, our” means Nortech Control Systems Limited of Nortech House, William Brown Close, Cwmbran, NP44 3AW.
1.3 “Conditions” means the terms and conditions of sale set out below and any special terms and conditions agreed in writing by us.
1.4 “Delivery Date” means the date specified by us as the date when the goods will be delivered to you.
1.5 “Goods” means the products which you agree to buy from us.
1.6 “Price” means the price for the goods excluding carriage and packaging
2. Conditions Applicable
2.1 These Conditions shall apply to all Contracts for the sale of Goods by us to you to the exclusion of all other terms and conditions, including any terms or conditions which you may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by you to purchase Goods from us pursuant to these Conditions.
2.3 Acceptance of Delivery of the Goods is conclusive evidence of your acceptance of these conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between us and you) shall be inapplicable unless agreed in writing by us.
3. The Price and Payment.
3.1 The Price of the Goods will be our quoted Price.
3.2 We may by notice to you increase the price at any time up to seven days before Delivery to reflect any increase in the cost to us which is due to factors occurring after the making of the contract of sale which are beyond our reasonable control (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs). Upon receipt of a notice of any Price increase we will give you seven days to decide whether you wish to proceed with your purchase of the Goods or withdraw. If you withdraw in these circumstances only any deposit paid by you for the Goods will be refunded.
3.3 The Price is exclusive of value added tax and any other government taxes or levies all of which will be added at the rate ruling on the date of our invoice.
3.4 Payment of the Price and Value Added Tax together with costs of carriage and packaging shall be due 30 days after the date of our invoice. Time for payment shall be of the essence.
3.5 Interest on overdue invoices will accrue from the date when payment becomes due until the date of payment at the rate of 3% above Barclays Bank Plc base rate from time to time in force and shall accrue at such rate after as well as before any judgement that we obtain against you.
3.6 If you ask us to supply you with a copy invoice or credit note you will be charged £1.00 for any such copy
3.7 If we make an error in the amount of any invoice we will be entitled to render a further invoice to you to cover any shortfall provided that the issue of any such further invoice will not affect your obligation to pay the entire sum due to us within 30 days of the first invoice being rendered.
3.8 If you fail to make payment of any sum due to us by the due date we will immediately seek to recover these sums from you through the County Court or the High Court. Where proceedings are issued to recover monies due to us we will charge an administration fee subject to a maximum of £75.00 plus VAT
4. Drawings etc
All specifications, drawings and particulars of weights and dimensions and any descriptions and illustrations contained in our catalogues, price lists and other advertisement matter are intended to merely present a general idea of Goods described therein, and none of these shall form part of any contract between you and us.
5. Inspection and Test
Our products are carefully inspected and where practicable, submitted to our standard tests before dispatch to you. If tests other than those specified by us or test in the presence of you or your representatives are required, these will be charged for. In the event of any delay on your part in attending such tests or in carrying out any inspection required by you after seven days notice that we are ready, the tests will proceed in your absence and shall be deemed to have been made in your presence.
6.1 We will accept no liability for failure to obtain any performance figures quoted by us unless we have specifically guaranteed them, subject to any tolerances specified.
6.2 If the performance figures obtained on any test provided for in the contract or outside the acceptance limit specified therein you will be entitled to reject the Goods.
6.3 Before you become entitled to reject the Goods we are to be given a reasonable time and opportunity to rectify their performance. If you do become entitled to rejected Goods we will repay to you any sum paid to us on account at the contract Price
6.4 You assume responsibility that Goods stipulated by you are sufficient and suitable for your purpose save in so far as your stipulation is in accordance with our advice.
7. Intellectual Property
Any specifications and designs of the Goods (including any copyright, design right or other intellectual property in them) shall as between us and you be our property. Where any designs or specifications have been supplied by you for manufacture by us or to our order then you warrant that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
8. Delivery of the Goods
8.1 Unless specified otherwise the Price excludes delivery by any method of transport at our option. Unless otherwise specified delivery of the Goods to any carrier (whether nominated by you or not) for the purposes of transmission to you or at your direction is deemed to be delivery of the Goods to you.
8.2 When we have agreed to deliver the Goods by separate instalments then each separate instalment shall be invoiced and paid for in accordance with these Conditions. Any failure by you to pay for any one of more of the instalments on the due date shall entitle us (at our option) either to suspend further deliveries of the Goods pending payment by you and/or to treat the contract between us as being repudiated.
8.3 We will not be liable for any loss or damage whatever due to failure by us to deliver the goods or any of them promptly or at all.
8.4 Notwithstanding that we may have delayed or failed to deliver the Goods (or any of them) promptly you shall be bound to accept delivery and to pay for them in full provided delivery takes place at any time within 28 days of the Delivery Date.
8.5 Dispatch abroad The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
Apart from any right you may have to return the Goods whether pursuant to these Conditions or pursuant to the provisions of the general law (as amended by any other provision contained in these Conditions) then the Goods may only be returned with consent. Where we do agree to accept the return of the Goods (which consent will be in our absolute discretion) you must pay to us a re-testing fee subject to a minimum charge of £15 plus VAT to cover the cost of carrying out such electrical and other testing of the Goods as we shall consider necessary. Until such time as such sum has been paid to us and the Goods fully and satisfactorily tested we shall not be deemed to have accepted the return of the Goods.
Any variation or suspension of work shall only be permitted with our consent. Where such variation or suspension results in any increase in costs to us (howsoever arising) you will indemnify us in respect of such costs.
11. Loss or Damage in Transit
Without prejudice to the provisions of clause 8 we may (in our absolute discretion) repay or at our option replace free of charge Goods lost or damaged in transit provided that we are given written notification of such loss or damage within such time as will enable us to comply with the carriers conditions of carriage as effecting loss or damage in transit or, where delivery is made by our own transport, within a reasonable time after delivery. Under present conditions of carriage written notice must be given to both the carrier and us within three days of receipt by you of the Goods. For these purposes time is of the essence.
You must arrange to accept Goods on the agreed Delivery Date. If you do not take delivery the Goods will be returned to us and stored by us on your behalf provided that all charges for storage and insurance shall be paid by you.
13. Defects after Delivery
13.1 We will make good, by repair or the supply of a replacement, defects which under proper use, appear in the Goods within a period of 12 calendar months after the Goods have been delivered to you and arise solely from faulty design (other than a design made, furnished or specified by you for which we have disclaim responsibility in writing) materials or workmanship; provided always that defected parts had been returned to us if we shall have so required. We shall refund the cost of carriage on such returned parts and the repaired or new parts will be delivered by us to you free of charge,
13.2 Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness of any particular purpose of the goods, and save as provided in this clause we shall not be under any liability, whether in contract, tort or otherwise, in respect of defected Goods delivered or for any injury (other than personal injury caused by our negligence as defined in Section 1 of the Unfair Contract Terms 1977), damage or loss resulting from such defect or from any work done in connection there with,
14. Title and Risk
14.1 The Goods shall be at your risk as from Delivery.
14.2 In spite of Delivery having been made the property in the Goods shall not pass from us until:-
(a) You have paid the price plus VAT in full
(b) No other sums whatever are due from you to us
(c) Until property in the Goods pass to you in accordance with the provisions of these conditions you will hold the Goods and each of them on a fiduciary basis as bailee for us. You will store the Goods (at no cost to us) separately from all other Goods in your possession and mark them in such a way that they are clearly identified as our property.
(d) Notwithstanding that the Goods (or any of them) remain our property you may use the Goods in the ordinary cause of your business. Any sale or dealing in the Goods by you will be on your own behalf and you will deal as principal when making any such sale or dealing until property in the Goods passes from us the entire proceeds of sale or otherwise of the Goods shall be held in trust for us and shall not be mixed with any money or paid into any overdrawn bank account and shall at all material times be identified as our money.
14.3 We shall be entitled to recover the price plus Value Added Tax together with any carriage, packaging and other costs not withstanding that property in the Goods has not passed from us.
14.4 Until such time as property in the Goods passes from us, you will at our request deliver the Goods back to us where those Goods have not been resold or have ceased to be in existence. If you fail to do so you acknowledge that we may enter upon any premises owned, occupied or controlled by you where the Goods are situated and repossess them. On making such request any rights you have had under sub-clause 14.2(d) above shall cease.
14.5 You will not pledge or any way charge by way of security for any indebtedness any of the Goods which are our property. Without prejudice to any other rights we may have, if you do so all sums owing by you to us will become due and payable immediately.
14.6 You will insure and keep insured the Goods to the full price against all risks to our reasonable satisfaction until the date the property and the Goods passes from us and whenever requested will produce a copy of any policy of insurance. Again if you fail to do so all sums owed by you to us will immediately become due and payable.
If you fail to make payment for the Goods in accordance with these Conditions or commit any other breach of contract or if any distress or execution is levied upon any of your Goods or if you offer to make any arrangement with your creditors or commit an act of bankruptcy or if any petition in bankruptcy is presented against you or you are unable to pay your debts as they fall due or if you are a limited Company any resolution or petition to wind up the Company (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of your business or assets or if you suffer any analogist proceedings under foreign law all sums outstanding in respect of the goods shall become immediately payable. We may in our absolute discretion and without prejudice to any other rights which we may have:
(a) Suspend all future delivers of Goods and/or terminate any contract between us and you;
(b) Without liability on our part exercise any other right we may have pursuant to these conditions.
16. CANCELLATION AND TERMINATION
16.1 Orders which have been accepted by the seller are final and binding. The customer acknowledges and agrees that the seller will incur costs and expenses as a result of the cancellation of any order and as a result accepts that if it wishes to cancel all or part of an order then it shall be liable to pay a cancellation charge (or the seller may set-off such charge from any monies paid) as follows:
(a) If notice of cancellation is received within 4 weeks of the agreed delivery date then the full price of the goods shall be payable; or
(b) If notice of cancellation is received within six weeks of the agreed delivery date then 50% of the price of the goods shall be payable; or
(c) If notice of cancellation is received prior to six weeks of the agreed delivery date but after the date of the Order Acknowledgement then 35% of the total price of the goods shall be payable; or
(d) If it made clear at time of order that the goods being purchased are customised, then the full price of the goods will be payable after seller has issued the Order Acknowledgement.
The parties agree that these cancellation charges are a fair representation of the losses which will be incurred by the seller as a result of the customer’s cancellation of an order.
17. LIMITATION OF LIABILITY
17.1. The following provisions set out the entire financial liability of the seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the customer in respect of:
(e) any breach of these Terms;
(f) any use made or resale by the customer of any of the goods, or of any product incorporating any of the goods; and
(g) any representation, statement or tortious act or omission including negligence arising under or in connection with any contract.
17.2. To the extent permitted by law, the seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a contract shall be limited to the contract price.
17.3. To the extent permitted by law, the seller shall not be liable to the customer for any pure economic loss, loss of profit, loss of business, loss of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with a contract including, without limitation, any delay in the delivery of the goods.
You may not withhold payment of any invoice or any other amount due to us by reason of any right of set-off or counterclaim which you may have or allege to have against us for any reason whatever.
We shall be entitled to a general lien on all of your Goods in our possession (including Goods which you have paid for) for the unpaid price of all Goods sold to you by us under any of the contract.
20. Force Majeure
Neither party shall be liable for any default due to any act of god, war, strike, lock-out, industrial action, fire, flood drought, tempest or other event beyond the reasonable control of either party.
21. Proper Law of Contract
This Contract is subject to the laws of England and Wales