Terms of Supply

1.             Terms

1.1  These terms govern all contracts for the sale of      goods or goods and services, between NCC SUPPLIES LIMITED (“the Company”) and any purchaser of the goods (“the Purchaser”). They can only be varied with the written consent of the Company.
1.2  “Goods” means all or any part of the items and  substances supplied by the Company to the Purchaser and “contract “ means any contract between the Company and the Purchaser for the sale of goods. “Product” means any product assembled or manufactured by or on behalf of the Purchaser, which includes goods.
1.3  The clause headings do not form part of the contract.

2.             Delivery and Specifications

2.1  Time shall not be of the essence with regard to delivery and any dates quoted are an estimate only. The Company reserves the right to make partial deliveries.
2.2Delivery shall take place at the Company’s premises unless agreed otherwise in which case the cost of delivery shall be charged extra to the Purchaser.
2.3  All illustrations and specifications relating to the goods are approximate only. Performance figures are approximate and not to be relied upon.
2.4 The Purchaser agrees that an order for goods by reference to a product name, number or description shall be to the Company’s basic standard version of those goods and that supply of them will fulfil the Company’s obligations.

3.             Cancellation

3.1  The Purchaser shall indemnify the Company against all loss (including loss of profit) or expense however indirect or remote resulting from cancellation or other breach of the contract by the Purchaser.
3.2  All orders placed by the Purchaser are irrevocable but the Company shall have the right to cancel the contract without liability until the goods are delivered or invoiced.

4.             Prices

4.1  All prices quoted are exclusive of any taxes, duties or charges, packing costs and transport costs from the Company’s premises unless otherwise stated.
4.2 The Company reserves the right to vary the price of the goods by any amount attributable to any changes in the cost to the Company of purchasing the goods or any materials incorporated in them, or procuring necessary services, or to fluctuations in currency exchange rates between the date of the contract and the date of delivery of goods.

5.             Payment

Payment is due immediately on invoice unless otherwise agreed in writing. Interest will be charged on all overdue accounts at the rate equal to the County Court judgement rate under S69 County Court Act 1984 or as may be amended or re-enacted from time to time and such interest shall continue to be payable after Judgement.

6.             Set-Off and Lien

6.1  No payments may be withheld nor may any counterclaims of the Purchaser be set off against any payment due.
6.2  The Company shall have a general and particular lien on all money and property which the Purchaser owns or is entitled to possess which is in the possession of the Company or its agents, which it may sell as the Purchaser’s agents to reduce the Purchaser’s debt to the Company.

7.             Force Majeure

The Company shall not be under any liability of any kind for non-performance in whole or in part of its obligations due to causes beyond the reasonable control of the Company or of the Company’s suppliers, or due to labour disputes or due to unavailability of stocks or necessary personnel.

8.             Claims

8.1  The Company shall not be liable for any claim in respect of goods or services alleged to be defective unless made in writing to the Company within ten days of delivery and any allegedly defective goods are returned for inspection by the Company.
8.2  The Company shall not be liable for any claims for loss or damage to the goods in transit unless the goods were then at the risk of the Company, and the claim is made in writing to the Company within a period of seven days from the date of delivery or the time when the goods should have been delivered.

9.             Warranty and Representations

9.1  Where goods manufactured purpose for which they are supplied by the Company are proved to be defective within six months of the date of delivery by the Company due solely to defective materials or defective workmanship then the Company at its discretion shall (a) repair such goods or (b) replace such goods or (c) allow the Purchaser a reasonable credit in respect of such goods. The Purchaser will pay any necessary travel and subsistence expenses of the Company’s engineers or any necessary delivery or collection expenses. The warranty is invalidated where there has been misuse of, or tampering with the goods.
9.2  Only written warranties and representations made and not verbal ones by the Company may be relied on by the Purchaser. The Purchaser warrants that he has disclosed to the Company in writing all matters which may affect the fitness for their purpose of goods supplied or the effectiveness of services rendered. The conditions of the contract are limited to those stated in writing by the Company.

10.           Exclusion of Liability

10.1  The warranty contained in Clause 9.1 does not extend to any goods not manufactured by the Company which shall carry only the warranty (if any) at their maker (if transferable).
10.2  The terms of Clause 9 are in lien of all other express or implied conditions and warranties.
10.3  The Company’s aggregate liability in tort and/or for breach of contract, and/or for misrepresentation other than fraudulent misrepresentation, and/or for breach of statutory duty in connection with the goods/services shall not exceed the sum paid to (and to be kept by) the Company for the goods/services in relation to which such liability may have arisen. The Company shall have no liability in any case for loss of profit or other consequential loss. To the extent that the law may prevent such limitation of liability to a third party, the Purchaser will indemnify the Company against any claim in excess of this limit. The limitations and exclusions contained in this Clause 10 shall apply only to the fullest extent permitted by law.
10.4  The parties have freely negotiated the contract including the price in the knowledge that the liability of the Company is to be limited. A higher price would be payable but for such limitation.

11.           Risk

11.1  Risk in the goods shall pass to the Purchaser on delivery.
11.2  Until title passes to the Purchaser it shall indemnify the Company against all loss or damage to the goods or depreciation in their value and shall keep them fully insured.
11.3  The goods once delivered may be sensitive to deterioration and damage if not stored in appropriate conditions. The Purchaser is responsible for ensuring that the storage conditions of the goods are appropriate and the Company shall have no liability if the storage conditions are not appropriate for any damage or deterioration to the goods.

12.           Title

12.1  Title to goods remains with the Company until the Purchaser pays to the Company the full price for those goods and any other sums owing to or claimed by the Company on any account.
12.2  Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the goods other than for full value in its normal course of business. Any permission to deal with the goods ceases immediately on the appointment of an administrative receiver, on the presentation of a winding up or bankruptcy petition or of an petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding up resolution, or any other act of insolvency.
12.3  Until title passes, the Company may at any time (regardless of any period of credit given to the Purchaser) enter onto the premises of the purchaser or of its agents or customers to repossess all or part of the goods and any products without prejudice to any rights of the Company.
12.4  Until title passes, the goods shall be stored separately by the purchaser and clearly identifiable as the property of the Company.
12.5  Until title in the goods shall have passed to the Purchaser, if any goods are incorporated in or attached to any Products, the purchaser shall maintain records sufficient to enable such goods so incorporated to be identified or qualified.  The Company may at any time remove any goods belonging to it or the products themselves regardless of any practical difficulty or damage caused.
12.6  Where goods belonging to the Company are stored in common with similar items belonging to others, it shall be conclusively presumed (regardless of any evidence to the contrary) that the goods are withdrawn last from store.
12.7  Until title passes the Purchaser shall hold goods as bailee for the Company and shall be fiduciary for the Company in respect of the goods and in respect also of any proceeds of sale.
12.8  Where title to the goods has not passed from the Company and a third party (not aware of the Company’s ownership of goods) wishes to buy the goods or any Product, the Purchaser may invoice the goods or Product to the Third Party.  The Purchaser shall operate as principal in respect of obligations owing to the Third Party in respect of such transaction, but as agent to the Company in respect of rights arising against the Third Party.  The Purchaser acknowledges that all rights against the Third Party belong to the Company including the right to payment for goods/Products from the Third Party and assigns such rights as it possesses to the Company.  All payments received from the Third Party shall be passed direct to the Company.
12.9  The Purchaser shall give the Company full particulars of persons to whom goods or products have been or are intended to be sold.

13            Property Rights

13.1  All intellectual property rights in the goods or in any document, invention or information made or compiled in connection with the goods or the contract shall be vested in the Company.  The Purchaser shall have a licence to use (but not copy) it as necessary, terminable by the Company.
13.2  Where computer software is supplied by the Company, title to the software and any hardware or medium on which it is stored and any manuals relating to it remains permanently with the Company which may require its return at any time.  The Purchaser will procure that no copies are taken of the software or any manuals.  The purchaser shall have a licence to use them, terminable by the Company.
13.3 The Purchaser will notify the Company of any infringement of the Company’s intellectual property rights, which come to its attention.

14.           Indemnity and Insurance by Purchaser

The Purchaser shall insure fully against and shall indemnify the Company against all expenses and liabilities connected with:
14.1  Any defect in the goods or in any Product of the Purchaser or any third party deriving title in the goods directly or indirectly from the         Purchaser (including any liability relating to the Consumer Protection Act 1987, EEC Council Directive 85/374/EEC or any other similar equivalent foreign legislation (the “Product Laws”) unless such liability is caused solely by the Company’s negligent
act or omission in the manufacture or delivery of the goods: or
14.2  Any use at the Purchaser’s request by the Company, the purchaser or any third party of  a trade mark in connection with the goods or any Product
14.3  Any infringement of any intellectual property rights of any third party caused by the production, supply, use or sale of the
goods or any Product or by the use of any trade mark or
14.4  Any negligent or wilful act or omission of the Purchaser in connection with or in relation to the use or supply of the goods or any Product
14.5  Any liability or loss arising form or connected with any specification supplied by the Purchaser for the manufacture or assembly of goods by the Company.

15.           Tests

The Company will if possible carry out at the Purchaser’s expense any tests required by the purchaser on the goods prior to delivery.  The Company will on request supply a written report of the test.  The result of the test shall be conclusive

 16.           Termination by Company

If the Purchaser commits any breach of or fails to comply with any term of the
Contract or becomes insolvent the Company shall have the right (without prejudice to its other rights or remedies) forthwith to terminate the contract or any part of it, and/or to withhold delivery of goods and demand payment for all goods supplied or work in progress on goods intended for the Purchaser.

17.           Rectification

If any of these terms or any part of any of these terms is unenforceable or void at law, it shall not affect the remainder of such term or any other such term or otherwise affect the contract
and shall be replaced by such valid terms as is near as may be in effect to the original term.

18.           Licences

The Purchaser is responsible for obtaining any necessary import or export licences.

19.           Jurisdiction

All contracts will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with a contract or the legal relationships established by a contract.