Novablue Ltd Conditions of Supply (Not applicable to export transactions)
Issue date of these Conditions: July 2009
“Website” means the Novablue website, advertisement or brochure (in whatever form, whether paper or electronic) in which these Conditions are set out.
“Company” means Novablue Limited (registered number: 06080116. Registered office: Parker House, Mansfield Road, Derby DE21 4SZ or its permitted assigns.
“Conditions” means these terms and conditions.
“Contract” means any contract between the Company and the Customer for the sale and purchase of Supplies.
“Customer” means the person(s) or company whose order for Supplies is accepted by the Company.
“Goods” means any goods supplied or to be supplied by the Company to the Customer.
“Services” means any services supplied or to be supplied by the Company to the Customer.
“Supplies” means any Goods or Services.
“in writing” includes electronic communications.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer’s standard terms and conditions. If there is any conflict between
• the other provisions of this Website and these Conditions; or
• the provisions of the order and these Conditions
these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
Prices for Supplies are in £ sterling, exclusive of VAT, which will be added at the time of despatch. Shipping charges for the completed order will be calculated and displayed once you have logged in to the Checkout System. The Company has used all reasonable endeavours to ensure that the prices for the Supplies applicable as at the date of issue of these Conditions are accurately set out on the Website but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time of despatch of the first batch of Supplies but, where Scheduled Delivery may continue for a period of 60 days or more, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of that period.
4a. Payment - Non-Account holders
Purchases must be paid for in advance by one of the following methods:
Payment by credit or debit card via the Company’s website (delivery restrictions apply – see 7(ii) below
Payment by direct bank transfer to the details supplied at the foot of the invoice
Payment by cheque in sterling drawn on a UK bank – shipping on cleared funds only
4b. Payment - Account holders
Payment is due not later than 14 days of the Invoice date, without any deductions, withholding or set off. The Company reserves the right to request payment in advance in relation to any order. Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
i. cancel the order or suspend any further deliveries or performance;
ii. appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
iii. charge interest (both before and after any judgement) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until payment is made in full.
The Company reserves the right to charge for copy invoices or credit notes at the rate of £1.00 per copy where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer statutory compensation in accordance with the Late Payment of Commercial Debts Regulations 2002. The statutory compensation shall become payable immediately that legal action is commenced, whether demanded or not and may be claimed within the legal action.
The Company reserves the right where a customer pays for an order in advance, to hold back delivery of goods pending confirmation of cleared funds in the Company’s bank account. The Company will endeavour to communicate this to the Customer.
5. New accounts
A Customer wishing to open a credit account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.
The Company reserves the right to decline to trade with any company or person or to impose reasonable conditions prior to accepting any order (such as, by way of example, the provision of a valid landline phone number or the prior receipt of cleared funds by the Company) where the Company considers it reasonably necessary for security or fraud prevention purposes.
To avoid duplication, written confirmation of telephone orders must be clearly marked ‘Confirmation only’. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly.
Once accepted, no order may be cancelled without the prior written agreement of a director of the Company.
Orders for Goods are accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
At the date of issue of these Conditions the following Special Timed Delivery Charges apply. In relation to all orders placed by account holding customers and by non account customers:
i. Before Noon - £14.99 (ex VAT)
ii. Before 10.30am - £19.99 (ex VAT)
iii. Before 9am - £24.99 (ex VAT)
iv. Saturday delivery - £19.99 (ex VAT)
The Company reserves the right to increase or re-classify these charges at any time, including in the event that its costs of delivery increase.
Save as set out below, the Company will use all reasonable endeavours to despatch Goods ordered before 3pm Monday to Friday on the same day. Such deliveries are charged for at point of invoice. The Company reserves the right generally to change its policy on charges for delivery (including imposing charges on orders not yet placed and accepted by the Company) at any time and to pass on any fuel surcharges imposed on it. The Company reserves the right to levy a delivery and/or handling charge in the amount notified to the Customer prior to despatch for delivery of heavy or bulky items. For urgent deliveries the Company offers a special next day delivery service, the details and cost of which are referred to in condition 6 above.
i} Account holders, Cheque and Bank transfer: Delivery will be made to the address specified by the Customer.
ii) Card payments: Delivery will only be made to the registered address as confirmed by the card issuer.
The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence.
The Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment has been received in cleared funds in full. Where despatch is delayed for such reasons the Company will use reasonable endeavours to inform the Customer.
8. Inspection, defects and non delivery
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in 15 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 10 days of such date. The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company’s place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 5 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to 16(i) below, any liability of the Company for non-delivery or non performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 8 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
Except as detailed in Condition 10 below, no order can be cancelled or accepted for credit without the prior written agreement of the Company. If cancellation/credit is accepted by the Company, the Customer must obtain a returns authorisation number from the Company prior to returning the Goods. Goods must then be returned, at the Customer’s risk and expense, for receipt by the Company within 7 days of their delivery by the Company and must be undamaged, in re-saleable condition and in original packaging (which shall include any of the Company’s outer packaging). The Customer should return the Goods to “The Returns Department, Novablue Ltd, Parker House, Mansfield Road, Derby. DE21 4SZ” quoting the Customer’s account number (if applicable) and order number. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
Certain Goods are excluded from this right of return, including software, manuals which have been opened and specially constructed items. Goods returned after 7 days as ‘unwanted’ or ‘incorrectly ordered’ may be accepted at the discretion of the Company but will be subject to a restocking fee of 30% of the invoice value of the Goods.
Goods that are specially constructed may not be returned under this Condition 9. Any Goods which are not on the Website or are non-stock items may not be returned under this Condition 9. Any static-sensitive Goods supplied in sealed packaging may not be returned if the blister or ‘peel’ packs in which they are supplied have been opened, tampered with or damaged.
10. Distance selling regulations
If the Customer is buying as a ‘consumer’, as defined in The Consumer Protection (Distance Selling) Regulations 2000, the Customer may, provided the Customer has taken reasonable care of the Goods and returns the Goods complete, undamaged, in re-saleable condition and in their original packaging (including the Company’s outer packaging), return the Goods and be repaid the price paid in respect of them within 7 working days (excluding Saturday and Sunday and any UK Bank Holiday) of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 7 day period to “ The Returns Department, Novablue Ltd, Parker House, Mansfield Road, Derby. DE21 4SZ “ quoting the Customer’s account number (if applicable) and order number. Goods should be returned first class with proof of posting and the Customer is responsible for the payment of all postage costs. The Customer is responsible for the care and custody of the Goods pending return or collection. Following receipt of Goods which comply with this Condition 10, the Company will refund to the Customer the price paid in respect of the Goods.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details, including any statements as to compliance with legislation or regulation (together, “Descriptions”) wherever they appear (including without limitation on the Website, on despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Descriptions of any Goods differ from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error or omission in such detail whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
Without prejudice to this condition 11, Customers are recommended to check the Company’s website for the latest Descriptions of the Goods, in particular (but without limitation) with regard to statements regarding RoHS.
12. Risk and ownership
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company’s carriers at the Customer’s premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
13. Quality assurance
All Goods detailed on the Website have been processed in strict accordance with standard quality procedures approved to BS EN ISO 9001:2000, unless indicated otherwise on the despatch documentation.
14. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. Except as set out in Condition 16 (i),, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 14 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
Not all Goods are supplied with a manufacturer’s or Company guarantee and guarantees which may be provided by manufacturers will vary in duration. It is the Customer’s responsibility to check at the time of purchase as to the applicability of the Company’s guarantee and/or the terms of any manufacturer’s guarantee. Where the Company’s guarantee is provided, the Company will, free of charge, repair or, at the Company’s option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design.
This obligation will not apply:
Any replacement Supplies made or Goods repaired under this Condition 15 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 15. The Customer shall ensure that the Company’s employees agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company’s arrival on site.
Except as set out in 16 (i) below and 8 above, this Condition is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
(i) The Company does not exclude its liability to the Customer:
And nothing in these Conditions shall affect the statutory rights of a Customer who deals as a consumer as defined in the Unfair Contracts Terms Act 1997.
(ii) Except as provided in Conditions 8 (inspection, defects on delivery and non-delivery), 14 (performance and fitness for purpose), 15 (Warranty and Guarantee) and this Condition 16 above, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:
And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 14) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
Save as set out in condition 16(ii) the Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies.
Each of the Company’s employees, agents and subcontractors may rely on and enforce the exclusions and restrictions of liability in Conditions 8, 11, 14, 15 and 16 in that person’s own name and for that person’s own benefit.
17. Intellectual property rights
The Supplies on the Website may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. In particular, without limiting the above, title in any software program forming part of the Goods is reserved to the Company and/or its suppliers. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable. Such programs may be used only with the Goods.
The Company owns full copyright in respect of the Website and its reproduction in whole or part is prohibited without the Company’s prior written consent.
18. Use of personal data
“Personal Data” means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided. The Company may process Personal Data for all purposes contemplated in these Conditions or arising in the context of the relationship between the Company and the Customer including:
i. Deciding whether to enter into any contract or arrangement with that Customer. This may include conducting credit reference searches, against a Customer or its representatives and the disclosure of information to the relevant agency as to how that Customer conducts its account and other anti fraud or identity checks;
ii. Order fulfillment, administration, customer services, profiling the Customer’s purchasing preferences, and to help to review, develop and improve the Company’s business and the goods and services it offers;
iii. Direct marketing of the Company’s products and services and/or of the products and services which the Company believes may be of interest to the Customer or its representatives, whether by post, fax, telephone, email, SMS, MMS or otherwise to the extent that it is lawfully able to do so;
iv. Development of the Company’s business, including its transfer to another owner;
v. Crime prevention or detection.
In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
20. Country of origin
Unless otherwise confirmed by the Company in writing, nothing on the Website is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part of them.
21. Trade counter
A Customer wishing to collect Goods from the trade counter must do so within 2 working days of arranging the collection. If Goods are not so collected within the said period, the Company will charge the Customer a re-stocking fee of 30% of the value of the Goods ordered. Proof of Identity will be required when collecting Goods from the trade counter. Cash transactions will only be accepted at the Company’s trade counter.
Separate Conditions of Supply apply to export transactions and are available on request from the Company’s export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined. Certain Goods imported from the United States of America by the Company are subject to specific restrictions. With respect to goods manufactured in the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export any products to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies.
The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.
23. Age requirements for certain goods
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
24. Force majeure
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under this Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
25. Recording of communications
The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to its premises for training, security and quality purposes. Customers contacting CPC or quoting CPC part numbers shall have been deemed to have read and accepted this provision.
26. Legal construction
All Contracts shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply.
The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group (as defined in section 53(1) of the Companies Act 1989) at any time.
Except as set out in Condition 16, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
These Conditions supersede all previous issues. July 2009
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