TERMS AND CONDITIONS OF SALE
Application of Conditions
The Company shall supply and the Customer shall purchase the Goods and Services in accordance with a written quotation or proposal. Where no quotation or proposal exists the prevailing published price list will apply. The supply of Goods and Services will be subject to these Terms and Conditions. No variation to these Conditions shall be binding unless agreed in writing between an authorised representative of the Customer and an authorised representative of The Company.
General
No order which has been accepted by The Company may be cancelled by the Customer except with the agreement in writing of The Company on the terms that the Customer shall indemnify The Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by The Company as a result of cancellation. All cancellations must be confirmed by the Customer in writing. Once an order has been delivered and invoiced, any cancellations will be conducted according to the Company’s Returns and Refunds procedure.
The Services
With effect from the Commencement Date The Company shall, in consideration of the Fees being paid in accordance with the Terms of Payment provide the services expressly identified in the quotation or proposal or otherwise agreed under this agreement. The Company will use reasonable care and skill to perform the services identified in the quotation or proposal or otherwise agreed under this agreement. The Company shall use all reasonable endeavours to complete its obligations under the Schedule, but time will not be of the essence in the performance of these obligations.
Price
If the price shown on the Customer order varies from that shown on The Company prevailing published price list, this must be supported by a quotation or proposal current at the date of acceptance of the Customer’s order. Where The Company has quoted a price for the Goods, other than those shown in the published price list, the price quoted shall be valid for 30 days unless otherwise stated. The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to The Company. A VAT exemption certificate must accompany any order where VAT exemption applies. Customers who place orders at the incorrect price, or where Goods and/or Services have been omitted, will be notified of any additional charges that will apply and given the opportunity to cancel or amend without penalty. The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and Services to reflect any unexpected additional expense that may be incurred. These will be due to factors beyond our control and include situations such as foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give The Company adequate information or instructions. The price is exclusive of carriage. Carriage charges will be shown on the quotation. Where no quotation is available carriage charges are available on request. Unless specified on the quotation or proposal, installation, commissioning, certification (e.g. IQ/OQ, UKAS etc.) and user training is not included in the price of the product.
Delivery
Delivery shall be made by The Company to the address specified on the Customer order. Any Delivery Date supplied will be approximate and shall not be of the essence unless previously agreed by The Company in writing. The Goods may be delivered by The Company in advance of the Delivery Date, unless otherwise specified by the Customer in writing at the time of ordering. If the Customer fails to take delivery of the Goods or any part of them and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered, The Company shall be entitled, upon given written notice to the Customer, to store or arrange for the storage of the Goods. At that point risk in the Goods shall pass to the Customer. Delivery shall be deemed to have taken place and the Customer shall pay to The Company all costs and expenses including storage and insurance charges arising from such failure. The Company should be notified of any part deliveries, non-deliveries or Products found to be damaged on receipt, within seven (7) days of delivery. The responsibility for the Product passes onto the Customer upon receipt, or in the case of a system requiring installation, when the necessary documentation has been signed off.
Payment
Unless specified in writing by the Company’s Financial Controller or Managing Director prior to receipt of an order, payment terms on all invoices are strictly within thirty (30) days net monthly. For customer specific bespoke products, invoicing patterns may vary and will be defined in the quotation or proposal relating to the individual project and negotiated at that time. All payments shall be made to The Company as indicated on the form of acceptance or invoice issued by The Company. If the Customer fails to make any payment on the due date, then The Company shall be entitled to cancel the order or suspend any further deliveries of Goods and Services to the Customer.
A service charge of 1.5% per month (18% per annum) will be charged on all accounts over 30 days old from date of invoice. (minimum $1.00, €1.00, £1.00)
Risk and Retention of Title
The Product remains the property of The Company until paid for in full. The Customer shall store the Goods in an appropriate environment, ensuring that they are identifiable as being supplied by The Company and insuring the Goods against all reasonable risks. The Company reserves the right to repossess any Goods in which The Company retains title without notice. The Customer irrevocably authorises The Company to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which The Company retains title.
The Customer’s right to possession of the Goods in which The Company maintains legal and beneficial title shall terminate if;
The Customer commits or permits any material breach of his obligations under these Conditions;
The Customer enters into an insolvency arrangement or any other scheme or arrangement is made with his creditors;
The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
Returns and Refunds
Under certain circumstances customers may wish to return items ordered from The Company. An unwanted product is classed as a return once an invoice has been raised. The request for return must be made within 60 days of the invoice date. Returned goods will only be accepted in as new condition, in complete and original packaging and containing all items originally sent (i.e. power supply, instruction manual, tools etc.). Under exceptional circumstances The Company may accept items that do not meet these criteria but additional charges will apply. A Return Authorisation (RA) number must accompany all returns. This must be quoted on all return documentation/packages and is obtained from The Company’s Customer Service Department. Goods being returned for the following reasons will be subject to a handling charge of 30% of the invoice value: Wrong item ordered; Wrong quantity ordered; No longer required; Order cancelled. Returns or Refunds will not be given for any customer specific bespoke work, configured products or modifications as a consequence of the product being incorrectly specified or subsequently unwanted. When the goods have been received by The Company a credit note will be raised. This does not apply to warranty claims or items being returned for testing. Carriage charge from the original shipment will not be credited unless the goods are faulty or were shipped incorrectly. The Company will collect goods incorrectly supplied. The Company reserves the right to refuse a request for return or refund.
Waste Electrical & Electronic Equipment Regulations (WEEE)
The Customer shall be responsible for the cost of collection, treatment, recovery and environmentally sound disposal of the Product and Replaced Product in according with the Regulations. The Customer shall not dispose of the Product or the Replaced Product other than in accordance with the Regulations. The Customer agrees to indemnify and keep indemnified The Company from, and against, any and all damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by The Company resulting from a breach of this clause.
Assignment
The Company may assign the Contract or any part of it to any person, firm or company. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of The Company.
Indemnity
The Company and its employees shall not be liable for any loss, consequential loss, injury or damage however caused, except where such loss, injury or damage results from the negligence of The Company, or its employees.
Health and Safety
The Customer shall fulfil all of its statutory legal obligations with regard to the protection from hazards and injury of The Company employees whilst on the Customer’s premises. The Customer will advise The Company when work is required on products that may be contaminated. The Customer will measure and log contamination levels on a clearance certificate, a copy of which will be sent to The Company, prior to work being carried out. If the Customer wishes to return Products to The Company workshop for repair written notification must be sent to The Company. Clearance authorisation must be received before proceeding. The Customer will decontaminate, clean and make safe the Product or part thereof that may have accumulated pathogenic, chemical or other hazardous deposits by using standard laboratory cleaning procedures, before the commencement of any work to be carried out by a The Company employee. If the contamination level of the Product is in doubt The Company may not carry out work on the product.
Communications
All communications between the parties about the Contract must be in writing preferably by email or fax.
Force Majeure
In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations. Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement. If and when the period of such incapacity exceeds 6 months, then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
TERMS AND CONDITIONS OF WEBSITE USE
Terms of website use
This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website, www.nonacus.com (“our site”), and applies to all users of, and visitors to, our site. Please read these terms of use carefully before you start to use the site. We recommend that you print a copy of this for future reference. By using our site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.
Other applicable terms
These terms of use refer to the following additional terms, which also apply to your use of our site:
- Our privacy policy which sets out the terms on which we may process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our Our site changes regularly We may update our site from time to time, and may change the content at any time. However, please note that any of the Content may be out of date at any given time, and we are under no obligation to update it. If the need arises, we may suspend access to our site, or close it indefinitely. We do not guarantee that our site, or any Content on it, will be free from errors or omissions.
Accessing our site
Our site is made available free of charge. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us. If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use or our acceptable use policy.
Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material we publish on them (the “Content”). Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site. You must not modify the paper or digital copies of any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status as the authors of the Content on our site must always be acknowledged. You must not use any part of the Content for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have Reliance on information posted The Content is provided for general information only and is not intended to amount to advice (medical or otherwise) or educational material on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content. We therefore disclaim all liability and responsibility arising from any reliance placed on such Content by any visitor to our site, or by anyone who may be informed of any of its contents. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the Content is accurate, complete or up-to-date.
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law. The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by applicable law, and save as expressly provided in of our terms and conditions of sale [insert a link to the terms and conditions of purchase], we and third parties connected to us expressly exclude: All conditions, warranties, representation and other terms which might otherwise apply to our site or any Content, whether express or implied by statute, common law or the law of equity; Any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.If you are a business user, please note that in particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Viruses, hacking and other offences
We do not guarantee that our site will be secure or free from bugs or viruses.You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Linking to our site
You may link to our home pages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home pages. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy [insert as link to acceptable use policy]. If you wish to make any use of material on our site other than that set out above, please address your request to info@nonacus.com
Links from our site
Where our site contains links to other site and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those site or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
Jurisdiction and applicable law
The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
