1. CONTRACT TERMS
1.1 All references to the “Seller” means Nexterior Limited
1.2 All references to the “Buyer” means any person or entity who place an order with the Seller and whose order is accepted by the Seller.
1.3 All references to the “Goods” means any product or service supplied by the Seller in accordance with these terms and conditions.
2.1 Any quotation is given on the basis that no contract will come into existence until the Seller acknowledges an order to the Buyer or effects delivery, whichever is earlier.
2.2 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at time prior to the Seller’s acknowledgement of an order.
2.3 Any quotation is valid for the period stated on the quotation provided that the Seller has not previously withdrawn it.
3.1 The Seller will endeavour to deliver the goods to be supplied under the contract (“the Goods” which expression includes any of them or any part of them) within the time agreed and if no time is agreed within a reasonable time, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the Goods.
3.2 The Seller may make delivery and install the Goods in instalments.
3.3 No claim for damage will be considered unless the Seller is advised in writing within 5 days of the date of the Seller’s delivery.
3.4 In the event of failure by the Buyer to give appropriate notice or notices as specified in Clause 3.4, the Buyers’ claim will be deemed to have been waived and will be absolutely barred.
3.5 Any Buyer wishing to collect their goods can do so, if a time and date is arranged but seller will not take any acceptance or responsibility for damaged or loss to buyer (driver, employees), goods or transport.
Not withstanding any other Contract Term, risk in the Goods shall pass to the Buyer when the Goods are delivered to the Buyer or its agent.
5. TITLE OF GOODS
5.1 The risk in the Goods shall pass from the Seller to the Buyer upon delivery of such Goods to the Buyer. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all Goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the Goods thereunder has not been paid. Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the Goods were delivered.
5.2 Until title passes to the Buyer the Seller shall be entitled at any time to repossess all or any of the goods supplied by the Seller to the Buyer and to enter any premises where the goods are located for the purpose of repossessing them.
5.3 The Seller shall be entitled to bring proceedings for the amount owed to it by the Buyer from time to time notwithstanding the fact that pursuant to clause (5.1) above title has not passed to the Buyer.
6.1 The contract price is based on the costs of materials, labour, sub-contracts, transport, taxes and duties and ruling at the date of the quotation. The Seller reserves the right to amend the contract price to take account of any variations in these costs or the imposition of any new taxes or duties occurring from whatever cause before the Buyer has accepted a quotation.
7.1 Payment terms are stated on every quotation and invoice issued by the Seller to the Buyer.
7.1.1 Where no account has been agreed by the Seller the Goods will not be produced or delivered until the Seller is paid the amount shown on the pro-forma invoice relating to the Goods.
7.1.2 Where an account has been agreed the Seller may at its absolute discretion set and alter the Buyer’s credit limit and the Seller reserves the right not to deliver the Goods if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer’s credit limit.
7.1.3 When an account has been agreed and the price of the Goods together with all other indebtedness of the Buyer to the Seller does not exceed the Buyer’s credit limit, the price will become payable upon delivery and payment will be made by the Buyer in accordance with the terms on the Seller’s invoice otherwise agreed in writing.
7.2 Interest at an annual rate of 5% above Barclay’s Bank plc Base Rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts from the date of invoice until payment.
7.3 Not with standing any Contract Term allowing the Buyer credit payment shall become due and payable to the Seller immediately upon the termination of the contract.
7.4 Where the Buyer makes default under the contract or any other contract with the Seller in payment on the due date of any sum to the Seller, the Seller without liability may postpone any delivery or may cancel the contract or any other contract between the Seller and the Buyer but without prejudice to any right or remedy which the Seller may have against the Buyer in respect of such default.
7.5 The Seller will be entitled to payment for all instalments of Goods delivered to the Buyer whether under a blanket order or otherwise.
7.6 The Seller shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such goods as the Seller may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
The Seller will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Buyer a general lien on all goods (whether or not the property of the Buyer) in the possession of the Seller for whatever purpose and whether worked upon or not and be entitled upon the expiration of not less than 14 days notice in writing to the Buyer to dispose of such property and to apply the proceeds to wards the satisfaction of such debts.
9.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the Contract, or part thereof, or fails to take delivery of any Goods at the time agreed (if any) or if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Seller to claim damages) to indemnify and keep indemnified the Seller against any resulting loss, damage or expense incurred by the Seller in connection with the supply or non-supply of the Goods including the cost of any material, plant or tooling used or intended to be used therefor and the cost of labour and other overheads including a percentage in respect of profit.
9.2 If the Seller is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods or if the supply of the Goods is prevented or hindered by reason of any cause beyond the Seller’s reasonable control which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include governmental action, war, riot, commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force or any part thereof of the Seller, restraints or delays affecting shipping or carriers, currency restrictions and Act of God, the Seller may cancel or suspend the contract by notice in writing to the Buyer so far as it relates to Goods not then supplied or work not then done or extend the time of its performance by a period equivalent to that during which performance by the Seller has been prevented by the circumstances herein before referred to, in the case of any cancellation, suspension or extension by the Seller this will not give rise to any claims by the Buyer provided that the Buyer shall remain liable to pay for Goods delivered prior to the date of such cancellation.
If the Buyer fails to take delivery of the Goods when they are ready for delivery the Seller may, at its option, either store them itself or have them stored by third parties on such terms as the Seller may in its absolute discretion think fit. In any event the cost of storage will be borne by the Buyer and insofar as the storage is done by the Seller then such cost will be the Seller’s storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price for the Goods.
11. RIGHT OF RE-SALE
If the Buyer defaults in accepting delivery of or paying for the Goods, the Seller reserves the right to re-sell the Goods or any of them to a third-party without giving notice to the Buyer of the Seller’s intention to re-sell.
The Buyer will have no right of set-off, statutory or otherwise.
13.1 The Contract will terminate immediately upon the happening of any one or more of the following, namely, that the Buyer has had a bankruptcy order made against him or has made an arrangement of composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Buyer or for the granting of an administrative order in respect of the Buyer or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.
13.2 The contract will terminate immediately upon service of written notice of termination by the Seller on the Buyer on the happening of any one or more of the following, namely that the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it or has failed to observe or perform any of its obligations or duties under the contract or any other contract between the Seller and the Buyer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer has ceased to trade.
13.3 The Seller’s rights contained in the clause headed “Property in the Goods” (but not the Buyer’s rights) shall continue beyond the discharge of the parties primary obligations under the contract consequent upon its termination.
13.4 The termination of the contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination.
14.1 The Seller will be entitled to assign sub-contract or sub-let the contract or any part thereof.
14.2 Failure by the Seller to enforce any of the Contract Terms will not be construed as a waiver of any of its rights hereunder.
14.3 In relation to all obligations of the Buyer under the contract the time of performance is of the essence.
14.4 The legal construction of these clauses shall not be affected by their headings which are for convenience or reference only.
15. ENGLISH LAW
The formation, interpretation and operation of the contract will be subject to English Law and the Buyer submits himself to the non-exclusive jurisdiction of the English Courts.
16. WEIGHTS USED
The weight amounts used by Nexterior Limited are estimates & may not be the exact weight of the item. An estimated weight is used in the calculation of the delivery charges. If you would like an exact weight you may contact Nexterior Limited & we will try to accommodate your request.
Refund will only be issued if goods are returned to Nexterior Limited in the condition they were dispatched & received back within 5 working days. Any items that are returned and have been powder coated may have the powder coating charge deducted as powder coating is classed as a item change & is altering the items original apperance.
18. COMPANY DETAILS
Unit 4, The Enterprise Centre
Keytec 7 Business Park
Telephone: 01386 833627