- Terms & Conditions
Terms & Conditions
“The Company” Ned Egineering Ltd
“The Buyer” means the person, firm or company to whom goods are supplied subject to these Conditions
“The Goods” means the items of tooling and equipment supplied by the Company to the Buyer subject to these Conditions
“The Contract” means any agreement for the purchase of Goods by the Buyer
“The Price List” means the trade price list from time to time issued by the Company.
Prices quoted in the Price List are exclusive of VAT or other sales tax. Prices are subject to variation by the Company without notice should the Company’s costs increase for any reason whatsoever or should any delay occur other than through the act or default of the Company and Goods will be invoiced at prices ruling at the date of despatch from the Company’s premises.
3. Law and Jurisdiction
These Conditions and the Contract shall be governed in all respects by the laws of England and any dispute hereunder shall be subject to the exclusive jurisdiction of the English Courts.
4. Settlement Terms
– Unless otherwise agreed in writing the price of the Goods shall be paid nett in cash not later than 30 days from the date of the sales invoice. The Company reserves the right to close the account or withhold further supplies of the Goods to any Buyer who fails to pay within the aforementioned period, without prejudice to any existing rights the Company may have in respect of any such unpaid invoice.
– Interest on unpaid invoices will run from day to day at a rate of 4% above Transferwise plc’s Base Rate from time to time in force from the date when payment for the Goods became due to the date of actual payment and such interest will accrue after as well as before any judgement The Buyer will reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
5. Terms of Despatch and Delivery
- Goods will be supplied and delivery shall take place at the Buyer’s premises as indicated in the Buyer’s order.
- Whilst the Company will use its reasonable endeavours to deliver Goods in accordance with the Buyer’s requirements times or dates quoted by the Company for delivery are intended as estimates only and time is not of the essence of the Contract.
- The Company shall not be liable in any way for any direct or indirect loss, damage or expense (including but not limited to loss of profits and liability to third parties) suffered or incurred by the Buyer as a consequence of any delay in delivery.
- The Company reserves the right to deliver the Goods by instalments in any sequence and to tender a separate invoice in respect of each instalment. Where the Goods are delivered by instalments, the Contract shall become severable and each instalment shall be deemed to be the subject of a separate contract. No default or failure by the Company in respect of any one or more instalments shall entitle the Buyer to treat the Contract as repudiated or to damages.
6. Return policy
- All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
- Any returns must be authorised by a representative of the Seller before any credit will be given.
- Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit.
- The Seller will not be obliged to accept any goods that are damaged in any way.
- Restocking Fee – Where the seller has agreed to accept the return of undamaged or saleable goods, a restocking fee will be charged to cover the seller’s actual losses in the transaction. Failure to pay an invoiced restocking fee is considered a breach a contract and will invalidate any equipment warranties.
- The Seller will only accept returns that appear in the Sellers current Publication List.
- Credit of amounts due or paid in will only be given for goods that are in saleable condition.
7. Charges and payment
The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of the Order.
The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier’s daily fee rates, as set out in the Repair Service Specification;
(b) the Supplier shall be entitled to charge the Purchaser for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
(c) The Supplier reserves the right to increase the price of the Goods, by giving notice to the Purchaser at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered; or
(iii) any delay caused by any instructions of the Purchaser in respect of the Goods or failure of the Purchaser to give the Supplier adequate or accurate information or instructions in respect of the Goods.
In respect of Goods, the Supplier shall invoice the Purchaser on acceptance of the Order and payment in full shall be required before the Goods shall be made available for delivery.
In respect of Services, the Supplier shall invoice the Purchaser on completion of the Services and the Purchaser shall pay each invoice within 30 days of the date of the invoice.
Time for payment shall be of the essence of the Contract.
All amounts payable by the Purchaser under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Purchaser, the Purchaser shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
If the Purchaser fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 14 (Termination), the Purchaser shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full to a bank account nominated in writing by the Supplier without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Claims for Defects, Damage, Loss or Non-Delivery
– The Buyer shall inspect the G-oods on delivery and shall within 3 days of the date of despatch thereof as stated in the sales invoice notify the Company in writing of any alleged shortage, defect, damage or failure to comply with description or sample The Buyer shall forthwith return defective Goods to the Company properly packaged and carriage paid.
– The Buyer shall notify the Company in writing of any non-delivery of a whole consignment within 3 days of the date of despatch (as stated on the invoice).
– If the Buyer shall fail to comply with the foregoing, the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
– If the Buyer establishes to the Company’s reasonable satisfaction that the Goods are not in accordance with the Contract or are defective, the Buyer’s sole remedy in respect thereof shall be limited, as the Company may in its absolute discretion elect, to making good any shortage, to repairing or replacing such Goods or to refunding all, or part of, the Contract price against return of the Goods.
– The Company’s liability to the Buyer whether for any breach of the Contract or otherwise shall not in any event exceed the Contract price and the Company shall be under no liability for any consequential or indirect loss suffered (including but not limited to loss of profits), or liability to third parties incurred, by the Buyer.
– Subject to the provisions of this Condition 9, all warranties and conditions whether implied by statute or otherwise are hereby excluded PROVIDED THAT nothing herein shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a Buyer dealing as consumer (as defined in Section 12 of the Unfair Contract Terms Act 1977).
9. Default by the Buyer
If the Buyer fails to make payment for the Goods in accordance with Condition 5 or otherwise commits a breach of the Contract, or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy be presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (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 the Buyer’s business all sums outstanding in respect of Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have:-
– suspend all future deliveries of Goods to the Buyer and/or terminate the Contract without liability on its part; and/or
– exercise any of its rights pursuant to Condition 8.
10. Amendments and Cancellation
– No amendments to these Conditions shall be binding on the Company unless accepted in writing by a director of the Company.
– The Contract may not be cancelled or varied by the Buyer except with the prior written consent of a director of the Company. Without prejudice to any other rights or remedies of the Company, where the Company has consented to cancellation or variation the Buyer shall fully indemnify the Company against all costs expenses, losses or damage whether direct or indirect that the Company may suffer or incur resulting from such variation or cancellation.
11. Property and Risk
– Risk of loss of or damage to the Goods shall pass to the Buyer on delivery
– Property and ownership in the Goods shall, notwithstanding delivery of the Goods to the Buyer, not pass from the Company until
(a) the Buyer shall have paid in full therefore in accordance with Condition 5 and
(b) no other sums are then outstanding from the Buyer to the Company on any account whatever whether or not such sums have become due for payment.
– The Buyer shall, while property in the Goods remains with the Company pursuant to this Condition 8, hold the Goods on a fiduciary basis only and as bailee only for the Company The Buyer shall store the Goods without charge to the Company separately from its own goods or those of any other person in good condition and marked in such a way that they are clearly identifiable as the property of the Company and shall insure the Goods to their full value against “All Risks” to the reasonable satisfaction of the Company.
– In the event that the Company is entitled to exercise any of its rights under Condition 11, the Buyer shall immediately place any of the Goods the property and ownership in which remains vested in the Company in its possession or under its control at the disposal of the Company and the Company shall (without prejudice to any of its other rights and remedies) have the right to re-possess and resell such Goods and may by itself, its servants or agents enter upon any land or building, vehicle or vessel or other place upon which such Goods are reasonably thought to be situated for the purpose of removing the same.
12. Compliance with User Instructions & Statute
The Buyer shall be responsible for ensuring that its use of the Goods complies with all user instructions issued by the Company with the Goods regarding health and safety issues and with any relevant statutes, statutory instruments and regulations having the force of law and shall fully indemnity the Company and keep it indemnified against all costs, claims, demands, expenses and liabilities suffered or incurred by the Company as a result of any non-compliance by the Buyer.
13. Force Majeure
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, piracy, corruption, shipwreck, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
No waiver or forbearance by the Company, whether express or implied, in enforcing any of its rights hereunder shall prejudice its right to do so in the future.
15. Set-Off and Counterclaim
The Buyer shall not be entitled to withhold payment of any invoice by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any other reason whatsoever.
Any provision or term of these Conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
The Buyer may not assign, subcontract or in any way dispose of its rights or obligations under the Contract without the prior written consent of the Company. The Company shall be at liberty to subcontract all or any of its obligations under the Contract