1. Conditions Applicable
1.1 These conditions of sale apply to all contracts for goods or services provided by NIM.Ltd (the seller) to the buyer, to the exclusion of all other terms and conditions. Any order from the buyer gives rise to a binding contract with the seller only when the seller has notified the buyer in writing that the order is accepted or when the seller has made delivery of the goods to the buyer ( if sooner).
2.1 Subject to conditions 2.2 below and unless the seller has agreed other wise in writing all accounts shall be paid in full including VAT 30 days from the delivery of the goods by approved means at our discretion .
2.2 If any of the following events occur all accounts from the buyer shall be immediately discharged in full including VAT due. 2.2.1. The buyer be comes insolvent.
2.2.2 The buyer being an individual or a partnership of individuals, if any such individual shall die, suffer execution to be levied on his or her goods, have a receiving order in bankruptcy made against him or her or enter into a composition of arrangement with his creditors.
2.2.3 In the event of the buyer being a body corporate, if the buyer shall suffer execution to be levied on it’s goods, shall enter into composition or arrangement with it’s creditors, or shall have a receiver or a receiver and manager appointed or shall have a petition served or resolution passed for it’s administration or winding up (save for the purpose of reconstruction) or shall have an administrator appointed buy the court.
2.2.4. In the event of the buyer being a newly formed body corporate and at the date of contract having not filed statuary accounts and the company defaulting on its obligations, the directors shall be personally liable to pay any monies due to the seller.
2.2.5. In the event of the buyer being a body corporate judged to be deemed insolvent, or traded whilst insolvent or intend to trade whilst insolvent, then the directors at that time shall be personally responsible, joint and several to discharge any amount outstanding to the seller
2.3 Time should be the essence of every sale.
2.4 The buyer shall be liable for interest on any overdue amount at the rate laid down by statute.
3. Retention of Title.
3.1 In no circumstance will the legal title pass from the seller to the buyer until the buyer has paid the seller in full for the goods including any VAT due.
3.2 Further, even if on such a sale, the buyer does not pay for the goods in full, legal title in the goods shall still remain with the seller if any amount is overdue
or unpaid by the buyer to the seller on any other sale, or on any other account and title shall not pass to the buyer until such time if any as all amounts due from the buyer to the seller on all sales whenever made and on all accounts have been paid. 3.3 Until title in the goods has passed to the buyer, the buyer shall hold the goods as ballie for the seller and so long as they have not been resold by the buyer or incorporated with other goods not the property of the seller to the extent that they have lost their identity and can not be extracted, shall deliver the goods up to the seller or to his order on demand. The buyer if so requested by the seller at any time keep such goods in separate part of the buyer’s premises. The seller shall be entitled at any reasonable time to enter any premises of the buyer or premises where the goods or any of them are stored for the buyer, to inspect the goods and repossess them if they have not been resold or incorporated with other goods not the property of the seller To the extent that they have lost their identity and can not be extracted
3.4 During any such bailment of the goods, not withstanding that the title shall not have passed to the buyer, the buyer shall in the ordinary course of business be entitled to re-sell the goods or use the goods for manufacture, provided that non of the event set out in condition 2.2 have occurred ( if any such events has occurred no goods of the seller may be sold or used in the manufacturing without the sellers written permission)
3.5 During any such bailment of the goods, so long as the goods have not been resold or used in manufacture as hereby permitted, the buyer shall, if so requested by the seller, keep all such goods in a separate part of the premises and cause them to be clearly marked with the seller’s ownership of them.
3.6 On any resale of the seller’s goods or of manufactured goods incorporating the seller’s goods, the buyer shall hold the proceeds as fiduciary and on trust for the seller to the extent that any monies are owed to the sellers. The buyer shall pending the passing of the title to the buyer by full payment to the seller as hereby required ,cause all such proceeds to be placed and kept in a separate bank account the details of which the buyer shall notify the seller.
3.7 Notwithstanding this condition,
3.7.1 The seller may maintain an action for the price of the goods
3.7.2 As from the time of delivery all goods shall become the sole risk of the buyer in respect of any loss or damage whatsoever and howsoever arising or caused.
4.1 Delivery dates are estimated only and the seller shall not be liable for any loss or damage resulting from any delay in particular the seller shall not be liable for any matter that results from an act of god, war, riot, extreme weather, strikes, shipping delays and or any other events which are beyond our control.
4.2 We reserve the right to deliver goods by instalments, each instalment being treated as a separate contract.
4.3 Risk in the goods will pass to the buyer on delivery and the buyer should insure accordingly. Unless other wise agreed in writing by the seller to the buyer.
4.4 Goods will be delivered at the point most convenient to our carrier. Further transfer or installation within the buyer’s premises particularly for large and heavy items must be arranged prior to delivery and will be charged extra.
4.5 For the UK mainland the seller reserve the right to charge transport in respect of the orders to the value of £1000. Orders out side the UK mainland, prices will be by negotiation.
5.1 Responsibility for checking the deliveries remains solely with the buyer, their employees, or agent. Claims for shortages will only be considered if delivery notes are marked and signed accordingly.
6.1 The seller’s carriers acting on his behalf cannot accept the return of goods without a seller’s official collection note, issued by the seller.
7.1 All illustration and specifications are given as general ideas of the goods described and do not form part of the contract. The seller reserves the right to incorporate changes or make substitutions without prior notice.
7.2 Goods not normally stocked by the seller are designated special items. All special items together with an acceptance of the quoted prices, must be confirmed in writing by the buyer before orders can be processed by the seller.
7.3 All payment for special items shall be the same as payment for regular merchandise, unless stated in writing.
8 Copyright, Patent, Register Design, Legislation.
8.1 It is the buyer’s responsibility to ascertain that the goods supplied do not infringe any Copy Write, Patent, or Registered Design. The seller cannot be held responsible for any such infringement either before or after the goods have been supplied or have been used in manufacture or incorporated into a product.
8.2 It is the responsibility of the buyer to ascertain that the goods supplied comply with any legislation, regulation or planning procedure or consents. The Seller cannot be held responsible for any such non compliance.
8.3 It is the buyers responsibility to ascertain that the goods supplied are fit for purpose before incorporating the said goods in the manufacture of a product or the installation or assembly of the of the said goods. Once the said goods are incorporated, installed, or assembled no claim can be entertained.
9.1 The seller shall be entitled to terminate any sale to the buyer upon the happening of any of the following events.
9.1.1 Failure by the buyer to pay by the due date any sum due to the seller on any sale to the buyer,
9.1.2 Failure by the buyer to take delivery of the goods or breach by the buyer of any other term or condition of any sale from the seller to the buyer.
9.1.3 Any of the events set out in condition 2.2 above.
9.2 For the avoidance of doubt, on any such termination by the seller the condition 3 hereof shall notwithstanding such termination continue to be binding.
10.1 These conditions and sub conditions and every part thereof that can be severed, shall be construed and shall have effect as several, separate and independent conditions
10.2 If at any time one or more of such conditions or any part or parts of the provisions hereof be held invalid, illegal and unenforceable in any respect the legality, validity and enforceability of the remainder shall not be affected or impaired thereby.
11.1 In the unlikely event of complaint, the seller must be notified in 7 days of delivery. The seller reserves the right to credit or replace any goods deemed by us to be faulty. No claim can be considered by the seller for any goods, samples of which have been approved by the buyer, which are subsequently considered not to be fit for purpose. The liability of the seller, in the event of complaint, is limited to the value of the goods supplied. Under no circumstances will consequensal claims or claims for infringement of copy write, patent or registered design be entertained.
12 Acceptance of terms of trade.
12.1 Acceptance of either the seller’s acceptance of order to the buyer or the seller’s delivery of the seller’s goods to the buyer or the buyer’s nominated party is deemed to be acceptance of the seller’s terms and conditions. Such terms and conditions to be the only terms and conditions that govern the transaction between the buyer and the seller.
13 The law of the contract.
13.1 Unless otherwise agreed the contact shall be subject to English law and any dispute arising out of or in connection with the contact shall be determined by the English Courts.