Terms & Conditions

1) This quotation is not an offer and no contract shall come into existence unless and until the Sellers have accepted the Buyers official order to carry out the services or supply the materials specified in this quotation. Unless otherwise expressly agreed in writing, the contract shall be on the terms and subject to the conditions hereinafter set out and the placing of an order shall be deemed to be an acceptance by the Buyer of these conditions. Any term or condition appearing in any document issued by the Buyer shall have no effect. Any statement, representation or promise made by any representative or servant of the Sellers shall not be binding upon the Sellers, nor shall it form any contract between the Seller and the Buyer unless it is expressly acceptedbytheSellersinwriting. No variation of any of these conditions shall be biding on the Sellers unless expressly accepted by the Sellers in writing.

2) The quoted price is based upon the current cost of material, labour and bought out items for manufactured goods, upon the current wholesale cost of factored goods and upon current rates of exchange and shipping costs of imported goods also conforming with statutory obligations and official regulations. Ifthereisany variation in any such item which affects the Sellers’ costs of performing the contract, then the Sellers shall have the right to increase the contract price to provide for such variation.

3) The Sellers have the right to increase the contract price to provide for increases in cost resulting from:

Improvements made in design through our product development programme or further development work found necessary.
Alteration in the Buyers’ requirements
Where the rate of exchange has changed by more than 5% between order and delivery in the case of imported goods
Buyers instructions or lack of instructions
Interruptions, delays, overtime, unusual hours, work or mistakes for which the Sellers are not responsible
Any purchase, sales export, Value Added or other Tax or Duty imposed on the goods or services or affecting the contract price shall be for the Buyer’s account.

4) Unless otherwise stated, the Sellers terms of payment are:

When goods stipulated in the contract are delivered in full in one consignment, payment shall be made by the 30th day following the date of invoicing.
In the case of contracts which have been phased or split deliveries at the convenience of either the Buyer or Seller, payment shall be made for each consignment by the 30th day following each date of invoicing.
If payment is not made by the Buyer on or before the due date for payment, the Company reserves the right (without prejudice to the right to enforce payment forthwith) to charge interest on the amount outstanding at the rate of 2% per month or part thereof.
The minimum order value is £100.00 (exclusive of delivery charges and V.A.T.). Orders for less than this will be either charged at this minimum amount or the customer may avoid this additional cost by paying for the goods (and other charges) when the order is placed.

5) If goods are received damaged the Delivery Note must be endorsed accordingly and the Sellers notified within 24hoursofreceipt,otherwisetheSellerscannotacceptliability. If goods have not been received within ten days of despatch date please advise the Sellers in writing. Failure to do so may cause subsequent claims to be refused by the Carriers concerned and then the entire cost must be borne by the customer.

6) The time quoted for delivery on completion is to be treated as a forecast only and not as creating any con- tractual obligation on the Sellers unless they expressly specify in their quotation or acceptance that they have undertaken to deliver or complete within a fixed time.

a) If within twelve calendar months of the date of delivery of any goods the Buyer shall claim that any part of any product is defective in respect of materials or workmanship, but shall return the product or the alleged defective part to the Seller at the expense of the Buyer within the said period of twelve months the product or the relevant part thereof, if found by the Seller to be defective in workmanship or material, will be replaced or repaired by the Seller at their option free of charge but will be the limit of the Seller’s responsibility.

b) The foregoing warranty shall not apply to any defect by accident, misuse, neglect, wear and tear to any product to which alterations have been made or replacement parts not of the Sellers supply have been fitted by the Buyer or by anyone on behalf of the Buyer.

c) The Sellers shall not be liable to the Buyer, or to any other person, for any consequential or special loss or damage or for any loss of profits suffered by the Buyer by reason of any alleged defect in any product or in any part thereof.

d) If any products supplied by the Seller incorporate or include goods not manufactured by the Seller, the Sellers give no warranty or guarantee whatsoever in respect thereof but will use their best endeavours to ensure that the Buyer shall have the benefit of the warranty or guarantee given to them by the manufacturer.

e) The provisions of this clause shall also apply to any repair work undertaken by the Seller.

a) ‘Carriage is not included in the price of goods unless clearly stated in the quotation. Where a cost for carriage is given this includes for the packing and loading of the goods at our site but does not include unloading and site placement of the consigned goods to their ultimate destination on the customers site. Nor does it include any site fixing unless otherwise specified and agreed in writing’.

b) The seller will endeavour to achieve the desired delivery date requested by the buyer at every attempt. If for whatever reason the buyer cannot honour the requested delivery date, and the seller has to retain the goods for an extended period of time, then the seller will be able to charge the buyer storage/ demurrage costs at a pre-agreed rate, prior to the notified delivery date. The amount charged will be actual costs incurred by Nortek Technical Furniture Systems Limited, and an agreed administration fee.

c) The seller will deliver the goods to their final destination at the request of the buyer. If for whatever reason the final destination is not ready, or unsuitable for placement of goods, then the seller has the right to abort delivery/visit, and charge for return costs at a date suitable for both parties. If commissioning of electrical products is required by the buyer, at the time of delivery all mains power should be energized to ensure one continuous installation programme. If mains power is not ready at the time of requested delivery, then return visits will be required at additional charges.

d) Upon delivery of goods to their final destination, the buyer is to ensure adequate access is provided from the unloading point to the final destination, and assistance in vertical distribution if required.

e) The company reserves the right to make fuel surcharges as required.

9) It is the Buyers responsibility to provide the Sellers with the correct delivery address and any information, which may be useful in finding that address. Any additional time spent in finding the delivery address due to having insufficient or incorrect information provided may be charged to the customer. It is also the Buyer’s responsibility to ensure that our delivery vehicles can reach the unloading point at the customer site with clear access and any unreasonable delays resulting from this may be charged to the customer.

10) Customers who wish to use their own transport to pick up goods from our works will be charged for any labour the Sellers supply to load the customers vehicles and in these cases responsibility for the method of loading and packing which may result in the goods being damaged in transit is the responsibility of the Buyer.

11) It may be necessary for the Buyers to undertake wiring of power supply trunking and other electrical equip- ment or apparatus supplied by the seller and the connection of supplies from the mains supply to these items. In all cases it is the Buyer’s responsibility to ensure that equipment as installed conforms to the requirements of any current regulations or Acts and other safety regulations.

12) The power supply systems should not be subjected to a very high external voltage produced by external inductive circuits or test equipment and the Sellers bear no responsibility for such misuse; or damage caused by either mechanical shock or liquid penetration.

13) It shall be the responsibility of the Buyer to obtain all necessary permissions and licences and to conform to the provision of the Health and Safety at Work Act, and to any by-laws for the time being in force affecting any works of construction under a contract and the Buyer shall pay and indemnify the Sellers against all fees payable in connection therewith.

14) Where any equipment is supplied to the Buyers design, the Buyer shall keep the Sellers fully indemnified against all damages, costs and expenses which may be awarded against or incurred by the Sellers in respect of any claim by a third party in respect of the infringement of any Patent, Trade Mark or Registered Design.

15) All drawings and specifications prepared by the Sellers shall remain the property of the Sellers and the copyright is reserved accordingly and no copies shall be made or extracts taken without the prior consent of the Sellers, or be divulged to any person, firm or corporation for any purpose what so ever. Drawings, descriptive matter, specifications and plans supplied with a quotation are approximate only and, unless otherwise spe- cifically stated, form no part of a contract, but are issued only to present a general idea of the goods to be supplied or works to be carried out.

16) After acceptance of an order by the Sellers an order may not be cancelled or varied without their written consent which in their absolute discretion may be withheld. If such consent is given, the Buyer hereby indemnifies the Seller against all losses, costs, actions, claims and demands sustained or incurred by the Seller as a result of such cancellation or variation.

17) All goods, materials and equipment when once delivered to the site or to the Buyer for the purpose of a contract shall thereafter be and remain the Buyer’s sole risk and in the event of any of the same being lost, stolen, destroyed and in the event of any work being damaged or destroyed from any cause whatsoever including war, the Buyers shall be liable to compensate the Sellers in full therefore and the cost of repairing, replacing, reinstalling or restoring the same, shall be borne by the Buyer.

18)

a) Property in goods delivered by the Seller to the Buyer shall remain vested in the Seller until payment due under all contracts between the Seller and Buyer has been made in full.

b) Until payment due under all contracts the Buyer and the Seller has been made in full:-

i) The Buyer shall hold the goods upon trust for the Seller.
ii) In the event of the sale of the goods by the Buyer, it shall hold the proceeds of such sale on trust for the Seller in a separate Bank Account, opened by the Buyer for this purpose.
iii) The Seller shall be entitled to trace all such proceeds of sale received by the Buyer through any Bank or other account maintained by the Buyer.
iv) IntheeventofsaleofthegoodsbytheBuyerintheordinarycourseofhisbusinessthentheBuyer shall assign its rights to cover the selling price from the third parties concerned to the Seller if required so to do in writing by the Seller.
v) In the event that the Buyer shall not pay for any goods on the due date or dates for payment the Buyer shall permit the Seller or its duly authorised Agents at any time during normal working hours to enter upon the Buyer’s premises or any other premises to which the Buyer has access where the goods or any of them are stored to enable the Seller to remove all or any of the goods supplied.

c) If the goods are destroyed by an insured risk prior to the same being paid for by the Buyer then the Buyer shall receive the proceeds of any such insurance as Trustee for the Seller.

d)The Seller may at any time revoke the Buyer’s Power of Sale by notice to the Buyer if the Buyer is at any time in default for longer than seven days of payment of any sums whatsoever due to the Seller or if the Seller has bona fide doubts as to the solvency of the Buyer.

e)The Buyer’s Power of Sale shall automatically cease and any credit period shall automatically be determined if a Receiver or Administrator is appointed over any of the assets or undertaking of the Buyer or if a Petition for winding up is issued or a meeting is called for the same or if the Buyer makes any arrangements or composition with its creditors or permits any act of bankruptcy.

f)The Seller shall have the right to sue the Buyer for all monies due from the Buyer even though the property of the goods may not have passed to the Buyer.

19) If at any time the difference or dispute (other than an action for payment of sums due to the Seller under the Contract) shall arise, the matter may be referred on the application of either party to an Arbitrator appointed pursuant to the provisions of the Arbitration Acts 1950-79 or any re-enactment or modification thereof.

20) The Seller’s liability shall be limited to the obligations imposed in these terms of business, and they shall not be liable for any loss due to the stoppage of plant, machinery or apparatus of any description or to any consequential damage, or loss direct or indirect, however caused.

21) In the event of the performance of any obligation accepted the Sellers being prevented, delayed or in any way interfered with by war, strikes, accidents, fire or by other cause beyond its control, the Sellers may at their option suspend performance or cancel the obligation without liability or loss.

22) The construction, validity and performance of a contract shall be governed by English Law and any claim or dispute arising out of it shall be determined by the English Courts.

23) These conditions cancel and supersede any previous conditions.

24) If any term hereof were held void this Agreement shall be read and construed without reference to such term and the remainder of such terms shall remain in full force and effect.

25) Reference to the Sellers shall be deemed to include reference to their Assignees.