103 / 108
103
Standard Conditions of Sale
All previous issues are cancelled.
General
The “Seller” means Novar ED&S Limited.
The “Buyer” means the person, firm or company to whom the
Seller supplies the Goods.
All quotations are given and all orders are accepted on these
terms, replace and supersede any other terms wherever
appearing, and override and exclude any other terms stipulated or
incorporated or referred to by the Buyer, whether in the order or
in any negotiations, and any course of dealing established between
the Seller, and the Buyer. All orders hereafter made by the Buyer
shall be deemed to be made subject to these terms.
Acceptance of Orders
No contract for the sale of goods (“the Goods”) shall be concluded
until either the Seller sends or otherwise communicates to the
Buyer its acceptance of the Buyer’s order or on the delivery
to the Buyer of the Goods, whichever is the earlier. The Buyer
acknowledges that there are no representations outside these
terms that have induced the Buyer to enter into the contract
(
which expression shall include any contract of which these terms
form part) and save as provided herein, these terms shall constitute
the entire understanding between the parties for the sale of the
Goods. No modification of these terms shall be effective unless
made by an express written agreement between the parties. The
signing by the Seller of any of the Buyer’s documentation shall not
imply any modification of these terms.
Illustrations, Descriptive Matter and Dimensions
All descriptions and illustrations contained in catalogues, price lists
and advertisements or otherwise communicated to the Buyer are
intended merely to present a general idea of the Goods described
therein, and nothing contained in any of them shall form any part
of the contract.
Designs
The Seller’s policy is one of continuous improvement. The right to
change designs at any time without notice is reserved.
Samples
Notwithstanding that a sample of the Goods may have been
exhibited to and inspected by the Buyer, it is hereby agreed that
such sample was so exhibited and inspected solely to enable the
Buyer to judge for himself the quality of the bulk and not so as to
constitute a sale by sample. The Buyer shall take the Goods at his
own risk as to their corresponding with the said sample or as to
their quality condition or sufficiency for any purpose.
Prices
All prices listed or quoted are provisional only and are subject to
alteration without prior notice, and prices charged will be those
current at the time of despatch of the Goods. Order cancellations
or modifications are allowed only prior to shipment of Goods by
Seller or Seller’s sub-supplier with the Seller’s written consent.
Order cancellations are not allowed for Goods manufactured or
purchased specifically for the Buyer. In any case the Buyer will be
charged with 100 per cent of the order value.
Delivery
All delivery dates are estimates only and the time of delivery shall
not be of the essence of the contract. In no circumstances shall the
Seller be liable to compensate the Buyer in damages or otherwise
for non-delivery or late delivery of the Goods or any of them for
whatever reason or for any loss consequential or otherwise arising
there from. The Seller reserves the right to make partial deliveries
and to allocate available supplies amongst customers in time of
shortage. The Seller shall be entitled to deliver the Goods in one
or more consignments unless otherwise expressly agreed. For UK
sales, delivery shall be deemed to take place when the Goods are
despatched from the Seller’s premises. The Seller shall not be liable
for any loss of any kind to the Buyer arising from any damage to
the Goods occurring after the risk has been passed to the Buyer
however caused, nor shall any liability of the Buyer to the Seller be
diminished or extinguished by reason of such loss.
Carriage and Packing
Packing materials are in most instances non-returnable. The Seller
will pay packing and carriage on all orders having a nett value of
£250 (exc. VAT) or over and the Goods will be consigned by carrier
at goods rate. Orders instructing despatch by other means will be
subject to a packing and carriage charge to cover additional cost.
Orders of less than £250 (exc.VAT) nett value will be consigned by
parcel post up to 5kg in weight, otherwise goods will be consigned
by carrier at goods rate.
A packing and carriage charge will be made for all such orders at
the rate of £50 (exc.VAT).
Instructions and Labels
The Buyer shall ensure that labels, names, reference numbers
and marks on the Goods and packing materials and cases are
not removed altered or covered whilst the Goods are in his
possession and shall not remove any label or plaque affixed to
the Goods referring any user thereof to the Seller’s or any other
party’s instructions and/or recommendations for use. If any item
comprised in the Goods is resold by the Buyer the Buyer shall
bring to the attention of his purchaser all instructions and/or
recommendations for use packed with the Goods or which the
Seller has otherwise notified to the Buyer.
Damage or Loss in Transit
When the price quoted includes delivery, the Seller shall repair or
replace free of charge goods damaged in transit or not delivered
in accordance with the advice note, provided that in the event of
damage or shortage, written notification giving details of such
damage or shortage must be sent to the Seller within 7 days
of receipt, and in the event of non-delivery must be sent to the
Seller within 14 days of the date shown on the advice note. Order
number, advice note and date of despatch are required, and in the
event of failure to give notice within the aforementioned period,
the Goods will be deemed to be in all respects as invoiced.
Returns
Goods supplied in accordance with the Buyer’s orders cannot be
accepted for return without the Seller’s written consent. If such
consent is given an administration charge will be made. Returned
Goods must be sent carriage free and at the Buyer’s risk and will
only be accepted if packed in the original carton which in the
Seller’s opinion is in a saleable condition. Only Goods of current
design will be accepted for return.
Payments
For UK and Republic of Ireland sales, payment is due before
the end of the month following despatch. If payment is made
accordingly, a 2.5 per cent cash discount is allowed. Value Added
Tax for UK sales is payable and is calculated on the cash discounted
value of each invoice. If the Seller shall allow provisional credit in
respect of any part of the Goods it shall be without prejudice to
its rights to refuse to give up possession of any other part of the
Goods except against payment: and the whole of the price of all
goods bought or agreed to be bought by the Buyer shall fall due
and payable without demand immediately on the happening of
any of the following events:-
(
a) failure by the Buyer to pay any sum due to the Seller within 14
days of the due date for payment;
(
b) commencement of the winding up of the Buyer;
(
c) any act, event or occurrence entitling any creditor of the Buyer
to petition for the bankruptcy of the Buyer.
(
d) appointment of a receiver of any asset of the Buyer, or the
levying of any distress or execution or any asset of the Buyer.
The failure of the Buyer to pay any part of the price of the
Goods in due time shall entitle the Seller to treat such failure as
a repudiation of the whole contract by the Buyer and to recover
damages for such breach of contract.
Interest on all sums due shall run at the rate of 2 per cent per
annum over the base lending rate of Barclays Bank plc until
payment is received before as well as after any judgement
therefore.
Liability
These terms set out the Seller’s entire liability in respect of the
Goods and the Seller’s liability under these terms shall be in lieu
and to the exclusion of all other warranties, conditions, terms and
liabilities expressed or implied statutory or otherwise in respect of
the quality or the fitness for any particular purpose of the Goods
or otherwise (notwithstanding any advice or representation to the
Buyer, all liability in respect of which howsoever arising, is expressly
excluded) except any implied by law which by law cannot be
excluded. Save as provided in these terms and except as aforesaid
the Seller shall not be under any liability, whether in contract, tort
(
including negligence) or otherwise, in respect of defects in the
Goods or failure to correspond to specification or sample or for
any injury, damage or loss resulting from such defects or failure or
from any work done in connection therewith. The Seller shall be
under no liability to any purchaser of the Goods from the Buyer. In
any event the Seller’s liability (if any) whether in contract, tort or
otherwise in respect of any defect in the Goods, or for any breach
of this Agreement or of any duty owed to the Buyer in connection
herewith, shall be further limited in the aggregate to the price of
the Goods in question.
Nothing in these terms shall restrict the Seller’s liability for death or
personal injury caused by the Seller’s negligence.
Indemnity
The Buyer shall indemnify the Seller in respect of all damage
injury or loss occurring to any person or property and against all
actions, suits, claims, demands, charges or expenses in connection
therewith arising from the condition or use of the Goods in the
event and to the
extent that the damage injury or loss shall have been occasioned
partly or wholly by the carelessness of the Buyer and his servants
or agents or by any breach by the Buyer of its obligations to the
Seller hereunder.
U.K. and Republic of Ireland Sales
For UK and Republic of Ireland sales risk of loss or damage to
the Goods shall pass to the Buyer at the time of delivery. The
property in the Goods shall not pass to the Buyer until: all sums
due or owing to the Seller by the Buyer on any account have been
paid. The whole of the price shall not be treated as paid until any
cheque, bill of exchange or other instrument of payment given by
the Buyer has been met on presentation or otherwise honoured in
accordance with its terms. The Seller may sue for the whole of the
price at any time after it has become payable.
Until such time as the property in the Goods passes to the Buyer,
the Buyer shall hold the Goods on a fiduciary basis as bailee of
the Seller and shall keep the Goods separate from those of the
Buyer and third parties and properly stored, protected, insured and
identified as the Seller’s property, but the Buyer shall be entitled to
resell and use the Goods in the ordinary course of its business for
the account of the Seller. Until property in Goods passes from the
Seller, the entire proceeds of sale or otherwise of the Goods shall
be held in trust for the Seller and shall not be mixed with any other
money or paid into any overdrawn bank account and shall be at
all material times identified as the Seller’s money. Until such time
as property in Goods passes from the Seller the Buyer shall upon
request deliver up such of the Goods as have not ceased to be
in existence, or resold to the Seller. If the Buyer fails to do so the
Seller may enter upon any premises owned, occupied or controlled
by the Buyer where the Goods are situated and repossess the
Goods. The Buyer shall not pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the
property of the Seller. Without prejudice to the other rights of the
Seller, if the Buyer does so all sums whatever owing by the Buyer
to the Seller shall forthwith become due and payable.
Export
All orders are accepted subject to a minimum value of £500.
All Goods will be supplied and invoiced in multiples of carton
quantities only. The basis of the prices quoted will be FOB as
defined in Incoterms 2000 Edition, at a UK port which may
be nominated by the Seller, or such other basis as may seem
appropriate to the Seller in the circumstances. Payment unless
otherwise agreed must be by irrevocable letter of credit confirmed
by an established UK bank satisfactory to the Seller. The Seller has
separate standard terms and conditions which apply to export
sales, and a copy will be supplied to the export buyers.
NOVAR ED&S Patents and Registered Designs
Many of the products offered for sale by the Seller are covered
by UK and foreign patents or other intellectual property
rights. It is not feasible to mark each component or product
with the appropriate patent numbers, but any relevant and
reasonable enquiries will be dealt with on application, subject
to reimbursement of the Seller’s out of pocket expenses. The
Seller also has rights in a number of names and trade marks,
registered and unregistered. The Seller will take all necessary
legal action in any part of the world against any party found to
be manufacturing, selling or otherwise dealing with any article
which infringes the Seller’s patents, trade marks or other similar
intellectual property rights.
Force Majeure
Neither party shall be liable to the other for any failure or delay in
the performance of any obligation hereunder as a result of strikes,
lockouts, trade disputes, breakdown of plants, accident or other
cause whatsoever beyond the reasonable control of the Seller or
the Buyer respectively.
Legal Construction
The contract shall be governed by and interpreted in accordance
with English Law, and the Buyer submits to the jurisdiction of the
Courts in England but the Seller may enforce the contract in any
court of competent jurisdiction. A person who is not a party to the
contract shall have no rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any of its terms.
Assignment
The Buyer shall not assign any benefit under the contract without
the consent in writing of the Seller, which may if given be on
such terms as to guarantee or indemnify or otherwise as the Seller
thinks fit.
Health and Safety at Work etc. Act 1974.
Statement to purchasers and prospective purchasers
1.
Section 6* of this Act provides that manufacturers, designers,
importers or suppliers of articles for use at work have a duty
to ensure, so far as is reasonably practicable, that the article
will be safe and without risk to health at all times when it is
being set, used, cleaned or maintained by a person at work.
An absence of safety or risk to health is to be disregarded
insofar as the case in or in relation to which it arises is shown
to be one the occurrence of which could not reasonably
be foreseen and in determining whether any such duty as
aforementioned has been performed regard shall be had to
any relevant information or advice which has been provided by
the manufacturer, designer, importer or supplier.
2.
Having regard to these provisions the following is given as a
guide to the information which is readily available to you, in
order that the obligations of all concerned may be met as fully
as is reasonably practicable. This information relates to those
products detailed in the Seller’s catalogue(s) or associated
literature.
3.
Information on the design, construction and installation of
the Seller’s products to ensure that so far as is reasonably
practicable they are safe and without risk to health when
properly used may be found in:
–
Regulations for Electrical Equipment of Buildings (published
by the Institution of Electrical Engineers) Catalogues and
product leaflets of the Seller.
–
Or may be obtained by specific request to the Seller.
4.
It is important that the products concerned should be installed,
commissioned and maintained by, or under the supervision
of competent persons in accordance with good engineering
practice and
–
The Regulations for the Electrical Equipment of Buildings
–
Codes of Practice
–
Statutory Requirements
–
Any instructions specifically advised by the Seller and where
appropriate, with particular reference to information marked
on the product.
5.
In accordance with the provisions of the Act, the Buyer is
therefore requested to take such steps as are necessary to
ensure that any appropriate information relevant to the Seller’s
products is made available by you to anyone concerned.
*
As amended by section 36 of the Consumer Protection Act 1987.
Novar ED&S Limited, The Arnold Centre, Paycocke Road,
Basildon, Essex SS14 3EA
March 2008
MK Trade Mark.
Registered in Great Britain and other countries ‘MK’ are the initials
of ‘Multy-Kontact’ – a name coined to signify ‘many points of con-
tact’ the salient feature of our pioneer spring-grip socket patented
in 1919.
Copyright MK Electric Limited 2010.