In these Conditions, unless the context otherwise permits:
“the Company, We, Us” means nedwos, nedwos ltd or any other trading style of nedwos or nedwos ltd. If you are purchasing for yourself and not on behalf of a business, the Company is a “Trader” as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
“the Goods” means the goods and/or services (including any instalments of the Goods or any parts for them) which the Company is to supply in accordance with these Conditions.
“the Customer, You” means the person, firm or company who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company. If you are purchasing for yourself and not on behalf of a business, the Customer is a “Consumer” as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
“the Conditions” mean the standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer or listed on a relevant On-site/Off-site Service Agreement (OsSA)
“OsSA, On-site/Off-site Service Agreement” means the Schedule of services and special Terms for a Service Contract which also includes the Conditions
“the Contract” means the contract, including Service Contract or OsSA, for the purchase and sale of Goods and all other relevant documents issued by the Company. If you use the online shop to make a purchase, the Contract will be “Distance Contract” as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 otherwise the type of Contract will be clearly shown on your OsSA.
“Writing” is any “durable medium” as defined by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (including but not limited to telex, cable, facsimile transmission, e-mail and other comparable means of communication).
The headings in these Conditions are for convenience only and shall not affect their interpretation.
BASIS OF THE SALE
The Company shall sell and the Customer shall purchase the Goods in accordance with any quotation of the Company which is accepted by the Customer or any order of the Customer which is accepted by the Company subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer.
The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
Any recommendation or opinion given by the Company or its employees or agents to the Customer or its’ employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer’s own risk and so the Company shall not be liable for any such recommendation or opinion which is not so confirmed.
ORDERS AND SPECIFICATIONS
The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order.
The quantity, quality and description of the Goods shall be those given in the Company’s quotation or confirmation if accepted by the Customer.
The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality or performance of the Goods.
No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation.
PRICE OF THE GOODS
The price of the Goods or for any services provided by the Company shall be the Company’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for a maximum of 28 days only or until earlier acceptance by the Customer after which time they may be altered by the Company without giving notice to the Customer.
The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, a significant increase in the price charged to the Company by its supplier for the Goods which is requested by the Customer or any delay caused by instructions of the Customer or failure of the Customer to give the Company adequate information or instructions).
Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed between the Company and the Customer all prices include the costs of normal packaging but exclude the cost of delivery and commissioning (where commissioning is applicable).
The price is exclusive of any applicable Value Added Tax which the Customer will be additionally liable to pay to the Company.
TERMS OF PAYMENT
Unless the Company shall have previously agreed in Writing with the Customer that the Goods shall be supplied on credit payment for the Goods shall be made in full by the Customer with the Customer’s order or with the Customer’s acceptance of the Company’s quotation.
Where the Company has agreed to supply the Goods on credit the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods and the Customer shall pay the price of the Goods within 7 days of the date of the Company’s invoice notwithstanding that the property in the Goods has not passed to the Customer, after which time the Payment is deemed Late and the account be classed as Delinquent.
The time of payment of the price shall be the essence of the Contract. If the Customer fails to make full payment on the due date ( “agreed payment day” as defined by the Late Payment of Commercial Debts (Interest) Act 1998, Section 4, Paragraph 2B ) then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
- cancel the Contract or suspend any further deliveries or suspend any services to the Customer
- appropriate any payment made by the Customer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Customer)
- make Formal Complaint to the Office of the Small Business Commissioner
- charge the Customer interest (both before and after judgement) on the account total balance outstanding at the Statutory Interest Rate (currently of 8% per annum above the Bank of England base rate) from time to time until payment in full is made, such interest being calculated on a daily basis
- charge the Customer £12 for any/each item of correspondence in connection with the account
- charge the Customer compensation as per the Late Payment of Commercial Debts (Interest) Act 1998, Section 5A
Delivery of the Goods shall be made by the Company to such place as shall have been agreed between the Company and the Customer. Unless the Customer shall have notified the Company in writing within 3 days of the date of the Company’s invoice therefore that the Goods have not been delivered then delivery shall be deemed to have taken place on the date of the Company’s invoice.
Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
RISK AND PROPERTY
The risk of damage to, or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of Goods the time when the Company has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk of the Goods or any other provisions of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by or services agreed to be provided by the Company to the Customer for which payment is then due.
Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate to those of the Customer and third parties and properly stored protected and insured and identified as Company’s property.
Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including the insurance proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds properly stored protected and insured.
Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the customer or any third party where the Goods are stored and repossess the Goods.
WARRANTIES AND LIABILITY
Where the Company does not manufacture the Goods (or where the Goods comprise computer software and does not publish the software) and subject to the conditions set out below the Company sells the Goods with the benefit of the manufacturer’s or publisher’s warranty (as the case may be).
The above warranty is given by the Company subject to the following conditions:
- the Company will accept liability for defective Goods only to the extent that the Company is entitled to make a claim under the manufacturer’s or publisher’s warranty and obtain from the manufacturer or publisher a refund, credit, repair or replacement in respect of the defective Goods
- the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or the manufacturer’s or publisher’s instructions whether oral or in writing) misuse or alteration or repair of the Goods without the Company’s approval
- the Company shall be under no liability under the above warranty if the total price of the Goods has not been paid by the due date for payment
Subject as expressly provided in these conditions all warranties conditions or other terms as to correspondence with description, merchantable quality, fitness for purpose and correspondence with sample implied by common law or statute are excluded to the fullest extent permitted by law.
Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods is notified to the Company in accordance with these Conditions the Company shall be entitled at its sole discretion to replace or repair the Goods (or the part in question) free of charge or refund to the Customer the price of the Goods or issue to the Customer a credit note for the price of the Goods but the Company shall have no further liability to the Customer other than a refund or the reasonable cost of the carriage for the return of the defective goods.
THE COMPANY WILL NOT NORMALLY EXERCISE ITS DISCRETION TO REPLACE DEFECTIVE GOODS UNLESS NOTIFICATION OF A CLAIM IS RECEIVED BY THE COMPANY WITHIN SEVEN DAYS OF THE DATE OF DELIVERY.
Any Claim by the Customer which is based on a defect in the quality of the Goods shall be notified to the Company’s Returns Administrations Department.
NO GOODS SHALL BE ACCEPTED BY THE COMPANY FOR REPLACEMENT OR REPAIR WITHOUT AN ACCOMPANYING RETURN OR REPAIR AUTHORISATION NUMBER AND A COPY OF THE COMPANY’S INVOICE FOR THE GOODS.
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer except where expressly provided in these Conditions.
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
- Act of God, explosion, flood, tempest, fire or accident
- war or threat of war, sabotage, insurrection, civil disturbance or requisition
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority
- import or export regulations or embargoes
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or a third party)
- difficulties of the Company’s supplier in obtaining raw materials, labour, fuel, parts or machinery
RETURNS AND REPAIRS
If the Company agrees to accept the return of any Goods (other than for the purpose set out in Clause 8 above) or agrees to carry out repairs to other goods which have not been purchased from the Company or agrees to repair Goods which are out of warranty THE CUSTOMER SHALL NOT SEND THE SAME TO THE COMPANY UNLESS THEY ARE ACCOMPANIED BY A RETURN OR REPAIR AUTHORISATION NUMBER ISSUED BY THE COMPANY’S RETURNS ADMINISTRATION DEPARTMENT TOGETHER WITH A COPY OF THE COMPANY’S INVOICE OR THE SELLERS INVOICE (AS THE CASE MAY BE).
If the Company has agreed to carry out repairs to replace Goods (or any parts thereof) other than for the purpose set out in Clause 8 above the Customer irrevocably authorises the Company to carry out such repairs or provide such replacements as shall place the Goods in proper working order.
The Company shall accept no liability for any damage to or loss in transit in Goods returned to the Company whether under this Clause or under Clause 8 above.
If the Company has agreed to accept the return of Goods other than for the purpose set out in Clause 8 above or than for the purpose of carrying out any other repair or replacement the Goods must be returned in their original packaging and in a clean re-saleable condition failing which the Company will refuse to accept the same and the Customer shall remain liable for the price thereof.
INSOLVENCY OF CUSTOMER
This clause applies if:
- the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation other than for the purposes of amalgamation or reconstruction
- an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer or
- the Customer ceases or threatens to cease carrying on business or
- the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly or
- the Customer becomes a “business in difficulty”, defined as meeting any one of the following criteria at any time during the contracted period:
- Individuals or companies that have entered into collective insolvency proceedings;
- Limited companies which have accumulated losses greater than half of their share capital in their last annual accounts (this does not apply to SMEs less than 3 years old);
- Partnerships, limited partnerships or unlimited liability companies which have accumulated losses greater than half of their capital in their latest annual accounts (this does not apply to SMEs less than 3 years old);
- Where the undertaking has received rescue aid and has not yet reimbursed the loan or terminated the guarantee, or has received restructuring aid and is still subject to a restructuring plan;
- A company which is not an SME where for each of the last two accounting years:
- book debt to equity ratio has been greater than 7.5; and
- EBITDA interest coverage ratio has been below 1.0.
If this Clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Goods has been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
All accounts will be classed as Delinquent.
CANCELLATION – only for consumer contracts
Right to Cancel
If you are purchasing for yourself and not on behalf of a business, you have the right to cancel the Contract within 14 days without giving any reason.
Depending on the Contract type, the Cancellation Period will expire “after 14 days from the day ”
- “of the conclusion of the contract” – in the case of a Service Contract or a contract for the supply of digital content which is not supplied on a tangible medium
- “on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the Goods” – in the case of a Sales Contract
- “on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last Goods” – in the case of Contract relating to multiple Goods ordered by the Customer (“Consumer”) in one order and delivered separately
- “on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last lot or piece” – in the case of a Contract relating to delivery of Goods consisting of multiple lots or pieces
- “on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the first delivery of Goods” – in the case of a Contract for regular delivery of Goods during a defined period of time
To exercise their right to cancel, the Customer must inform the Company of their decision to cancel the Contract by a clear statement (eg a letter sent by post or e-mail). The Customer may use the Cancellation Form, but it is not obligatory. The Customer may also electronically fill in and submit our Cancellation Form or send us a clear statement using our contact page. If you use these electronic options we will communicate to you an acknowledgement of receipt of such cancellation on a durable medium without delay.
To meet the cancellation deadline, it is sufficient for the Customer to send their communication concerning exercising their right to cancel before the Cancellation Period has expired.
Effects of Cancellation
If you are purchasing for yourself and not on behalf of a business and you cancel your Contract, we will reimburse all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
We may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by you.
We will make the reimbursement without undue delay, and not later than:
- 14 days after we receive back from you any goods supplied or
- (if earlier) 14 days after the day you provide evidence that you have returned the goods or
- if there were no Goods supplied, 14 days after the day on which we are informed about your decision to cancel
We will make the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
We may withhold reimbursement until we have received the Goods back or your have supplied evidence of having sent back the goods, whichever is the earliest.
If you have received the Goods:
- you shall send back the Goods or hand them over to Us without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation from this Contract to us. The deadline is met if you send back the Goods before the period of 14 days has expired.
- you will have to bear the direct cost of returning the Goods. The cost is estimated at approximately GBP 25.
- you are only liable for any diminished value of the Goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods
If you requested to begin the performance of Services during the Cancellation Period, you shall pay us an amount which is in proportion to what has been performed until you have communicated us your cancellation from the Contract, in comparison with the full coverage of the Contract.
If the Contract has been fully performed at your request during the Cancellation Period, you do not have the right to cancel.
The European Commission provides a platform for online dispute resolution (ODR) ready to assist you, available by clicking on https://ec.europa.eu/consumers/odr/
Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
The Contract shall be governed by the Laws of England and for the avoidance of doubt, the provisions specified therein shall be deemed to be incorporated as part of this Agreement.