Terms and Conditions

TERMS AND CONDITIONS


1. INTERPRETATION

1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Business Hours:  the period from [7.00 am to 4.00 pm] on any Business Day. Contract:  the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer:  the person or firm who purchases the Goods from the Supplier. Delivery Location:  has the meaning given in Clause 5.2. Force Majeure Event:  an event, circumstance, or cause beyond a party's reasonable control. Goods:  the goods (or any part of them) set out in the Order. Order:  The Customer's order for the Goods, as set out in the Customer's purchase order form OR the website OR in the Customer's written acceptance of the Supplier's quotation OR in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be. Specification:  any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. Supplier:  North Essex Render Supplies Limited registered in England and Wales with company number 13607565.

1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b)A reference to a party includes its [personal representatives,] successors and permitted assigns. (c)A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision. (d)Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. (e)A reference to writing or written excludes fax and email.


2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings or advertising produced by the Supplier and any illustrations contained in the Supplier's website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.


3. GOODS

3.1 The Goods are described on the Suppliers website https://nerendersupplies.co.uk/

3.2 If there is a problem with the goods, the Customer must notify the Supplier by email or in writing providing details of the problem within 7 days of the problem occurring.

3.3 All goods are covered by a manufacturer’s warranty against faulty workmanship and materials, subject to the terms and conditions of that warranty.


4. PLACING ORDERS

4.1 The Customer can use the Suppliers website at https://nerendersupplies.co.uk/ by selecting the product(s) the Customer wishes to buy and adding it to their basket.

4.2 The Customer can also place an order via email to the Suppliers sales team on sales@nerendersupplies.co.uk or via telephone on 01787324640.

4.3 The Customer will be required to pay for the goods in full at the time of their order.

4.4 Once the order has been confirmed, changes will may not be possible or may incur additional charges or delays.

4.5 Once the Customer’s order has completed, the Supplier will notify the Customer of the date of dispatch.


5. DELIVERY

5.1 The Supplier shall ensure that: (a)each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, and all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b)if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

5.2 The Customer shall collect the Goods from the Supplier's premises at 27 Fifth Ave, Halstead C09 2SZ or the Goods shall be delivered at the Customer’s shipping address.

5.3 Delivery is completed on the completion of the Goods at Delivery Location.

5.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If the Customer fails to accept delivery of the Goods within Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: (a)delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and (b)the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

5.7 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5.8 The return of bag and/or tub products as set out in the Customers order is prohibited upon the same leaving the Suppliers premises.


6. QUALITY 6.1 The Supplier warrants that the Goods shall: (a)conform in all material aspects with their description and any applicable Specification; and b) be free from material defects in design, material and workmanship[; and] (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)[; and] (d)be fit for any purpose held out by the Supplier.

6.2 The Supplier shall not be liable for the Goods' failure to comply with Clause 6.1 if: (a)the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (b) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; (c)the Customer alters or repairs such Goods without the written consent of the Supplier; (d)the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

6.3 Except as provided in this Clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Clause 6.1.

6.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.


7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until: a) The Supplier receives a payment in full for the Goods b) The Customer resells the Goods, in which case title to the Goods shall pass to the customer at the time specified in Clause 7.4

7.3 Until title to the Goods has passed to the Customer, the Customer shall: a) Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.4 The Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods.


8. PRICE AND PAYMENT

8.1 The price of the 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 in force as at the date of delivery.

8.2 The Supplier may, by giving notice to the Customer at any time 3 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a)any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b)any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (c)any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.3 The price of Goods: a) Excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and b) Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.5 The Customer shall pay each invoice submitted by the Supplier; a) within 30 days of the date of the invoice,and; b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

8.6 If the Customer 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 9, the Customer 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 8.6 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%.

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).


9. TERMINATION

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so; (b)the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];

9.2 (c)the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d)the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.


10. FORCE MAJEURE 10.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.


11. ENTIRE AGREEMENT

(a)The Contract constitutes the entire agreement between the parties. (b)Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.


12. GOVERNING LAW

12.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.


13. JURISDICTION

13.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.