NCC

Terms & Conditions
1.  FORMATION

1.1  In these Conditions the following expressions have the following meanings:

 

 

1.2  Unless varied in accordance with Condition 3, the Contract, together with all schedules which form part of it, will be on the following Conditions to the exclusion of:

1.3  In so far as this Contract concerns the general relationship between you and us, it shall come into force upon our acceptance of your credit application.

 

1.4  In relation to each individual supply of Goods, this contract shall come into force as provided for in Condition 2.


2.    QUOTATIONS

2.1  Quotations and any accompanying technical or other information supplied by us are illustrative only and are not offers from us capable of immediate binding acceptance. A Contract shall come into existence only when we accept your order.

2.2  You shall have no rights to or in any documents or materials forming or accompanying a quotation and if we do not accept an order based on a quotation, you shall return all documents and materials forming or accompanying the quotation to us immediately at our request.


3.    VARIATIONS

3.1  No addition or variation to any quotation given or the Contract is binding on us unless agreed in writing and signed by one of our Directors.

3.2  None of our staff, other than a Director, is authorized to make any representations concerning the properties or qualities of the Goods or to make any addition or variation to the Contract. You agree that in entering into this Contract you do not rely on any representations other than those contained in this Contract or expressly agreed by us in accordance with Condition 3.1


4.    DELIVERY

4.1  The Goods are delivered when either: -

4.2  We may at our discretion deliver the Goods by installments.

4.3  The Delivery Date in the Commercial Terms and any other time or date which we give for delivery of the Goods or any instalment is an estimate only. You will not be entitled to terminate the Contract as a whole if we fail to meet any given times or dates for delivery unless such a delay exceeds 40 Working Days. Under this Contract, time is not of the essence. Where no delivery Date is given, delivery will be within a reasonable time.

4.4  Where delivery is made by instalments, each instalment is to be deemed a separate contract and any delay, default or non-delivery of any one instalment shall not entitle you to cancel the remainder of the Contract.

4.5  If:

4.6  You must notify us in writing if a delivery is not received within ten (10) Working Days from the date we informed you that it had been dispatched.

4.7  Unless we agree otherwise, you shall provide adequate labour and other facilities at the point of delivery to enable the Goods to be safely and properly unloaded. You shall indemnify us against any claims arising from such unloading except to the extent that any such claims relate to personal injury, death or damage to property which is caused by the negligence of our employees or agents.

4.8  In the event that we deliver to you an incorrect quantity of the Goods you shall not be able to object to or reject the Goods or any of them on that ground alone.

 

4.9  Subject to the other provisions of these Conditions, we shall not be liable for any direct, indirect or consequential loss (all of which include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the Delivery Date or any other time given for delivery of the Goods (even if caused by our negligence).

4.10 If we are prevented, hindered or delayed from delivering the Goods because of a Force Majeure event, then we may give notice to you at any time in writing either: -

4.11If we give notice to you under Condition 4.10:

4.12 The above provisions of this Condition 4 do not affect our right to recover the price of any Goods that have already been invoiced to you or in respect of which risk has passed to you.


5.    PAYMENT AND PRICE

5.1  The Price of the Goods shall be that stated or referenced in the Commercial Terms.

5.2  Prices are stated on the basis of current costs, exclusive of: VAT; and any cost of freight and insurance for deliveries outside the UK.

5.3  Prices given in a quotation may be increased by:

5.4  Goods (and each instalment) will be invoiced on delivery or when we have notified you that they are ready for collection as appropriate.

5.5  Invoices are calculated by reference to the weight or volumes of the Goods at the time of packaging.

5.6  We shall require payment by you on or before the last day of the next calendar month from the date of invoice for the net sales of all Goods and all related expenses.

5.7  We may ask you to pay money in advance or on account and if so you must pay such amounts immediately with any balance being payable in accordance with Condition 5.6 above.

5.8  If you fail to make any payment when it is due or if any event described in Condition 9.5 occurs then the Price of all Goods and any other goods supplied by us to you shall immediately become due and payable and, without affecting any other remedy we may have, we may:-

 

5.9  All payments shall be made in Pounds Sterling unless we require or agree to payment in Euros or any other currency.

5.10 All payments must be made In full and you are not entitled to withhold payment of any amount which is due or to set off against any such amount any cross-claim (whether liquidated or unliquidated) for any sum or sums for which we do not admit liability.

5.11 Notwithstanding any other payment provisions, we reserve the right, in the event that you are a sole trader or partnership at the time of signing this Contract and subsequently decide to convert your status to that of a limited liability company, to issue forthwith an invoice for all outstanding amounts which you owe to us, for which we shall require payment within five (5) Working Days.


6.    PACKAGING

6.1  The Goods will be delivered in the product containers which we hold in stock at the time your order is processed.

6.2  The Price of the Goods, unless otherwise stated, includes the costs of packaging materials.

6.3  Where it has been agreed that the packaging materials will be returned, you will be credited with the full cost of the packaging materials provided that you return the packaging at your cost to the delivery point in a reasonably satisfactory condition and within a reasonable time.


7.    STORAGE

7.1  We may be able to store your Goods at a charge provided you give us at least five (5) Working Days' notice.

7.2  In the event that you have been given notice in accordance with this Contract that the Goods are ready for collection and you do not collect them within five (5) Working Days, unless a waiver of this clause has been agreed in writing by one of our directors, you shall be charged storage costs at the rate of £1 per day per tonne or per pallet of the Goods as applicable. Such charges shall continue to accrue until you collect the Goods and you shall be invoiced for such storage charges accordingly.

7.3  If we have stored your Goods for three (3) calendar months or more then we can give you one (1) calendar months written notice at any time requiring you to remove the Goods from storage.

7.4  If you do not remove the Goods when requested to do so, we may then dispose of them in any way we see fit. We will charge you with all costs of such disposal including costs of waste disposal and environmental charges, or if we are able to sell the Goods then we will set off the proceeds of sale against the costs of arranging the sale and any outstanding storage costs.

7.5  The provisions of this Condition 7 apply whether or not title in the Goods has passed to you.


8.    RISK

8.1 Risk and responsibility for the Goods shall pass to you:-

8.2  You must examine the Goods on receipt and if you believe there is loss or damage to the Goods during transit which may be our responsibility, you must notify us in writing within three (3) Working Days of receipt of our delivery note. If we do not receive such written notice within the required time scale then we will not be liable to you for any loss or damage to the Goods arising during transit. If Goods have been damaged during transit then all packaging materials must be retained for examination by us, the carrier or their agents.


9. OWNERSHIP

9.1  Ownership of the Goods shall not pass to you until we have received payment in full and such funds are cleared for the Goods; and any other goods which have been delivered to you but for which payment is due and has not been received.

9.2  Until ownership has passed to the Buyer or you sell or use the Goods pursuant to Condition 9.3, you must:

9.3  You may resell or use the Goods before ownership has passed to you on the following conditions;

9.4  We can revoke your right to sell and use the Goods at any time by written notice to you if you have failed to pay any sums due to us (whether relating to the Goods or other goods) within ten (10) Working Days of the due date or if we have genuine doubts as to your solvency.

9.5 Your power of sale and use above shall automatically cease if;

 

9.6  If your power of sale and use ends under conditions 9.4 or 9.5 above, you will deliver up the Goods; or have them delivered up to us; and/or allow us to repossess the Goods and for the purposes of such repossession you grant to us (our agents and employees) an irrevocable licence to enter on any of your premises where the Goods are stored or where we may reasonably believe they may be stored.

9.7  You will not pledge the Goods and will keep them free from, and indemnify us against, any charge, lien or other encumbrance on them. if you do pledge or in any way charge any of the Goods, all monies owing to us by you shall (without prejudice to any other right or remedy we may have) immediately become due and payable.


10.  RETURNED GOODS

10.1 If you discover before using them that Goods which we have delivered to you did not comply with the provisions of Condition 11.1 at the time of delivery then provided that;

10.2The remedy provided in Condition 10.1 shall, provided it is performed by us within a reasonable time, be your only remedy for defects in Goods which have not been used by you and for the avoidance of doubt we shall not be liable for storage costs; warehousing; processing; manufacturing; labour; or any other indirect or consequential loss.


11.  THE GOODS WARRANTY

11.1We warrant that the Goods will, at the time of delivery, display the technical properties for the approved uses set out in the relevant NCC technical data sheets and health and safety sheets.

11.2Any warranty given by us regarding the suitability of the Goods for any other use, other than an approved use, shall only be valid and binding if in writing and signed by one of our directors.

11.3If you intend to buy or buy and sell Goods for a non-approved use then you do so wholly at your own risk and must satisfy yourself as to the suitability of the Goods for that use.

11.4If we supply you with Goods manufactured to your own specification then we shall have no liability whatsoever to you for their fitness for any anticipated purpose or use.

11.5We shall not be liable to you for any loss you may incur as a result of your failure to comply with any of our technical; storage; safety; or any other applicable instructions and/or guidelines for the Goods.

11.6If you sell the Goods, you shall grant no warranty greater in extent than this warranty.


12.  LIABILITY

12.1Save as expressly provided elsewhere in these Conditions (which other provisions shall take precedence) the following provisions of this Condition 12 set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of;

12.2All warranties, conditions or other terms (whether express or implied) as to the fitness for purpose; use; satisfactory quality; description; compliance with sample; or condition, of the Goods, whether implied by statute, common law or otherwise (save for the conditions implied by section 12 of the Sale of Goods act 1974 (as amended) are, to the fullest extent permitted by law, excluded from the Contract.

12.3You must inform us as soon as possible and in any event within five (5) Working Days of you becoming aware that the Goods may have:

12.4Nothing in these Conditions excludes, limits or restricts our liability for fraudulent misrepresentation, death or personal injury caused by our negligence.

12.5If we incur any liability to you as a result of any defect in the Goods once used by you as intended by these Conditions which causes personal injury (so far as not caused by our negligence) or damage to property where our liability falls within the scope of our insurance, our liability is limited to sums recoverable under it (or which could be recovered but for any negligent act or omission by us which invalidates it) up to its maximum indemnity limit.

12.6Subject to Conditions 12.2, 12.4, and 12.5:

13.  OTHER PROVISIONS RELATING TO LIABILITY

13.1If it may appear to any court, arbitrator or tribunal that any term of these Conditions which imposes any restrictions or limitations of our liability to the price, multiple of the Price or any specified sum and to which the Unfair Contract Terms Act 1977 applies, and such provision does not satisfy the requirements of reasonableness, such restriction or limitation shall not be disregarded or treated as void but shall be construed as if there were substituted in that clause such greater minimum specified sum or multiple of the Price as would in the opinion of the court, arbitrator or tribunal be reasonable and shall be given effect accordingly.

13.2Except as expressly provided in these Conditions (and except where the Goods are sold to a Consumer within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law (subject always to Condition 13.1).

13.3Where the Goods are sold under a consumer transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 (as amended), the statutory rights of the Consumer are not affected by these Conditions.


14.  INDEMNITY TO NCC

You shall indemnify us against all actions, claims or demands for losses suffered or incurred by us including (without limitation) claims by third parties for fraud, in tort or otherwise arising directly or indirectly in connection with the use, functioning or state of the Goods except to the extent that the same are caused by our negligence or default. You shall indemnify us against all actions, claims or demands for losses suffered or incurred by us including (without limitation) claims by third parties for fraud, in tort or otherwise arising directly or indirectly in connection with the use, functioning or state of the Goods except to the extent that the same are caused by our negligence or default.


15.  INTELLECTUAL PROPERTY RIGHTS

15.1We retain all Intellectual Property rights in the Goods (including, without limitation, in the packaging, instructions manuals and other documentation supplied) for the duration of this Agreement and after its termination for whatever reason.

15.2You acknowledge that:

15.3 You agree:

15.4In the event that you make any discoveries, creations, inventions or improvements in relation to our Intellectual Property, you must, when instructed, transfer all such rights to us and effect all assignments as we may request.

15.5We will not be liable to you for any costs, claims, damages, expenses or losses incurred by you as a result of any claim that the Goods or the use of any Goods infringes any third party Intellectual Property rights, in particular (but not limited to) where such costs, claims, damages, expenses or losses arise from any unauthorized modification, alteration or adaptation of the Goods by or for you.


16.  CONFIDENTIALITY

16.1Each of the parties to this Agreement undertakes to the other to keep confidential all Confidential Information concerning the business and affairs of the other which it has obtained or received as a result of discussions leading up to the entering into of this Agreement or which it has obtained during the course of this Agreement, except any information which is:

16.2Each party undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this Condition 16 by its employees, agents and subcontractors.


17.  CREDIT CHECKS

17.1We reserve the right to refuse to accept any order or perform any Contract if your arrangements for payment or credit appear to be or become unsatisfactory.

17.2We reserve the right, in the event that you are not a limited liability company, to make searches of your details, background and credit history with credit reference and fraud prevention agencies prior to carrying out any obligations in these Conditions. Such credit reference agencies may, at their absolute discretion, keep a record of the search and share that information with other businesses.


18. GENERAL

18.1 We may at our absolute discretion accept the cancellation of any order provided we are notified no more than five (5) Working Days after the order has been accepted and we are indemnified by you in respect of all costs and expenses incurred prior to the cancellation being accepted, but in no circumstances are we obligated to accept ay cancellations.

18.2 Any notice or communication to be given under this Contract must be in writing, delivered or sent by prepaid first class letter post, and:

 

18.3 We may assign, transfer, charge, sub-contract or deal in any other manner with the Contract, or any part of it to any person, firm or company. You may assign the Contract, or any part of it, only if you first obtain our written consent.

18.4 No waiver of any condition of this Contract shall be effective except where it is in writing and signed by the waiving party. No waiver of any particular breach of the Contract by us shall be held to be a waiver of any other or subsequent breach by you. No omission or delay by us in exercising a right under this Contract shall constitute or operate as a waiver by us of any right to exercise that right in the future or of any other rights under this Contract.

18.5 If any of the terms of this contract are found by any court or administrative body of competent authority to be illegal, void, voidable, invalid, unreasonable or unenforceable by any reason of law they shall be illegal, void, voidable, invalid, unreasonable or unenforceable to that extent only and all other terms of the Contract shall remain legal, valid, reasonable and fully enforceable.

18.6 We reserve the right to vary these Conditions as necessary on giving you reasonable notice in writing of such variation.

18.7 All Contracts shall be deemed to be made in England and shall be construed in accordance with and be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.

18.8 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract This clause does not affect any right or remedy of any person that exists or is available otherwise pursuant to that Act.