The following General Terms and Conditions of Sale and Supply form part of the contract between Nollett Business Solutions Limited and the contracting party. Amendments to these General Terms and Conditions of Sale and Supply may only be made in writing by Nollett Business Solutions Limited.
2. Offers / Conclusion of contract
Offers made by Nollett Business Solutions Limited are without obligation in respect of prices, quantities and delivery dates. The contract exists to the extent that Nollett Business Solutions Limited has confirmed in writing its acceptance of the order or accepts the order through the delivery of the goods or services.
3. Prices and terms of payment
Unless otherwise specially agreed, prices are excluding VAT, as per quotation. Invoices are payable immediately and without deduction. Payments are not considered to have been made until cleared funds are available in Nollett Business Solutions Limited’s bank account. Nollett Business Solutions Limited reserves the right to apply payments by the contracting party in settlement of the oldest invoice items outstanding plus default interest and costs. Payment will be applied in the order of costs, default interest, principal claim. A right of retention on the part of the contracting party is excluded. The contracting party may set off claims against Nollett Business Solutions Limited only if these claims are accepted by Nollett Business Solutions Limited or recognised by declaratory judgment.
Delivery is, as per Quotation. Unless definite fixed delivery dates or a definite period of delivery are expressly agreed in writing in individual cases, the dates or periods of delivery quoted shall be regarded as guidelines which Nollett Business Solutions Limited will endeavour to comply with. Exceeding these dates or periods shall not constitute any default on the part of Nollett Business Solutions Limited. Alternatively, in the event that delivery dates / delivery periods are expressly agreed, the delivery period shall commence upon dispatch of the order confirmation, however not before the documents, permits and approvals to be furnished by the contracting party are to hand and any agreed advance payment has been received. The delivery period shall be regarded as complied with provided that, prior to its expiry, the contracting party shall have been notified that the delivery item or service is complete. The delivery period shall be appropriately extended in cases of force majeure such as e.g. industrial disputes, in particular strikes and lockouts, fire, flood, want of energy, raw materials or process materials, official injunctions or other impediments for which Nollett Business Solutions Limited is not responsible. This shall likewise apply in the event that such circumstances afflict subcontractors to Nollett Business Solutions Limited. Should Nollett Business Solutions Limited be in default in the performance of the service it has committed to deliver, the contractual partner’s claim for compensation shall be governed, mutatis mutandi, by section 11 of these terms and conditions. Nollett Business Solutions Limited reserves the right to change the order provided however that such changes and variances are reasonable from the point of view of the customer, due regard having been paid to Nollett Business Solutions Limited’s interests.
5. Reservation of title
The goods or services delivered by Nollett Business Solutions Limited (reserved goods) remain its property until its full claims under the purchase agreement against the contractual partner are fulfilled.
5.1 Passing of Ownership
Until ownership of the goods or services has passed from Nollett Business Solutions Limited to the contracting party, the contracting party will:
5.1.1 store the goods or services (at no cost to Nollett Business Solutions Limited) separately from all your other goods or services and goods or services of any third party in such a way that they remain readily identifiable as Nollett Business Solutions Limited’s property;
5.1.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods or services; maintain the goods or services in satisfactory condition and keep them insured on Nollett Business Solutions Limited’s behalf for their full price against all risks to the reasonable satisfaction of Nollett Business Solutions Limited. On request you shall produce the policy of insurance to Nollett Business Solutions Limited; and condition and keep them insured on the Nollett Business Solutions Limited’s behalf for their full price against all risks to the reasonable satisfaction of Nollett Business Solutions Limited. On request you shall produce the policy of insurance to Nollett Business Solutions Limited and hold the proceeds of the insurance referred to in on trust for Nollett Business Solutions Limited and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
5.2 Right to Possession of the Goods
The right to possession of the goods or services of the contracting party shall terminate immediately if:
5.2.1 The contracting party has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for winding up or for the granting of an administration order in respect of it, or any proceedings are commenced relating to insolvency or possible insolvency; or
5.2.2 it suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it or it is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or it cease to trade; or it encumber or in any way charge any of the goods.
6. The parties financial condition
Should it become apparent for Nollett Business Solutions Limited after the conclusion of the contract that the entire performance of the contractual obligations of contracting party are at risk due to the lack of capacity, Nollett Business Solutions Limited shall be authorised to refuse any previous performance of its contractual obligations, unless and until such time contracting party provides any and all consideration owed under the contract or gives security in the form of a deposit of the respective money amount or a surety ship deposit for the benefit of Nollett Business Solutions Limited of a credit bank authorised for business in the United Kingdom. Nollett Business Solutions Limited is entitled to terminate its contractual obligations to contracting party without any further liability, as far as the contracting party does not comply with the order to perform the consideration or to achieve the security contemporaneous performance for the performance during a reasonable period of time determined by Nollett Business Solutions Limited. Nollett Business Solutions Limited is entitled to withdraw from the contract without setting a final deadline or to terminate the contract without notice in the event the contracting party shall become insolvent or over indebted or insolvency proceedings are initiated. In case of withdrawal from the contract or termination, contracting party shall remain obligated to compensate Nollett Business Solutions Limited for any and all resulting damages associated with non‑performance and termination hereunder.
7. Assignment of debts
The contracting party is not entitled to assign his debts or to have them collected by a third party without Nollett Business Solutions Limited’s prior written consent, which may not, however, be unreasonably withheld. Should the contracting party assign his debts to a third party without Nollett Business Solutions Limited’s consent, the assignment is nonetheless valid. Nollett Business Solutions Limited may, however, make payment to the contracting party or the third party at their discretion with the effect of discharging the debt.
8. Notice of defects
Should the contractual partner discover a defect in the goods or services supplied then the claim in respect of defective goods or services shall be reported to Nollett Business Solutions Limited in writing immediately after the delivery has been received by the contractual partner and in the case of obvious defects at the latest within seven (7) working days, together with necessary documents. In the case of concealed defects, written notice must be given immediately upon detection, however no later than four months following receipt of delivery by the contracting party. The onus shall be upon the contracting party to prove the existence of a concealed defect. Should defects not be notified in accordance with the above requirements, no claims may be made under the terms of the guarantee. Goods or services, which are the subject of complaint, may be returned to Nollett Business Solutions Limited only when express approval is given in writing by Nollett Business Solutions Limited.
In the event of defects Nollett Business Solutions Limited will at its discretion either carry out rectification or supply a replacement. Claims by the contracting party to compensation for expenses incurred in conjunction with the subsequent performance, in particular transport, travel, labour and material costs are excluded where such expenditure is increased because the defective delivery item has been transferred to a location other the contracting party’s premises which does not accord with its evident purpose. Guarantee claims are likewise excluded if defects are attributable to the contracting party in consequence of a breach of operating, maintenance or installation instructions, unsuitable or improper use, incorrect or negligent treatment, overuse, natural wear and tear, or incorrect repair. Provided that the defects were not maliciously concealed, the claim for warranty expires one year from the date of delivery to the contractual partner
10. Extent of warranty
Nollett Business Solutions Limited’s warranty is for a period of one (1) year from date of delivery and acceptance. A warranty for all further defects are excluded.
Nollett Business Solutions Limited shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
12. Nature and quality
The nature and quality of the goods or services supplied shall be exclusively as specified in the descriptions and specifications issued by Nollett Business Solutions Limited and not in accordance with any public statements, any type of praising or advertising statements. Public statements, recommendations, and advertisements shall not be applicable. Advice both verbal and written is given by Nollett Business Solutions Limited to the best of its knowledge and belief. Such advice must however be regarded as noncommittal and in no way exempts the contracting party from the need to independently verify that the goods or services supplied are suitable for the intended processes and purposes.
13. Applicable law & Jurisdiction
These General Terms and Conditions of Sale and Supply will be subject to laws of England and Wales and the English courts will have jurisdiction in respect of any dispute arising from the contract.
Should any individual provisions among these General Terms and Conditions of Sale and Supply be or become invalid, the validity of the remaining provisions hereof shall in no way be affected.