Terms and Conditions
General Terms and Conditions of Sales of NOVUS Systems Ltd
1. General: All orders and deliveries are made subject to the terms and conditions as herein set out. Any conditions stipulated by the Customer which are in contradiction of our general conditions of supply shall be valid only if expressly acknowledged by us in writing.
2. Software: NOVUS Systems Ltd (NSL) aim to ensure the updating software is secure, stable and fit for purpose. However, NSL and their respective development companies will accept no responsibility for any damage caused by the installation or execution of the updated program. We grant no warranty for functionality, or completeness.
3. Quotations: Quotations provided by us are valid for 30 days and are confidential.
4. Price: All prices are in UK pounds and include delivery provided the delivery is within the UK. Insurance and VAT are excluded.
5. Payment Terms: Payment is due 30 days from date of invoice.
6. Overdue Accounts: If the Customer delays in payment, he shall be liable, without reminder, for default interest at the rate of 6% above the actual discount rate of the HSBC Bank with effect from the agreed date on which the payment was due.
7. Delivery Times: Whilst we will do our best to adhere to any promise of delivery time, delivery shall not be deemed to be of the essence of the contract nor shall the delay be a ground for a claim in respect of damages or cancellation. Part shipments are allowed.
8. Call-off Orders: Call-off Orders are subject to the Customer's obligation to accept full delivery within one year after the date of our order confirmation. The cost of special storage agreed is to be borne by the Customer. Delivery dates for call-offs orders are fix and cannot be changed, unless approved by NSL.
9. Quantities delivered: Invoicing of deliveries is performed according to actual delivery quantity and at the unit prices as stipulated in the order acknowledgement.
10. Order Cancellation: In the event Customer cancels all or any part of any order or fails to meet any obligations hereunder, causing cancellation of any order or portion thereof, Customer agrees to pay a cancellation charge of 25% of the product price. Recognizing that our damages arising from any cancellation or rescheduling of any order will be difficult to estimate, the parties agree that the foregoing charges are reasonable and are intended as liquidated damages and not as a penalty.
11. Return of Product: We accept returned products only if a Return Material Authorization has been obtained from us. Products received without any prior authorization will be returned at the Customer's expense. A fee for administrative cost and product inspection will be levied on the customer.
12. Warranties and Guarantees: We undertake at our discretion to repair, replace or credit as quickly as possible any products which, before the expiry of the guarantee period - 2 years from the date of delivery- are proved to be defective due to bad material, faulty design or poor workmanship. The Customer shall bear the costs of shipping the defective parts back to NSL. Excluded from our guarantee and liability are all deficiencies in the goods delivered by us, which cannot be proved to have their origin in bad material, faulty design or poor workmanship, those resulting from normal wear (e.g. current consumption, recuperation, weather conditions, air pollution, prohibited electromagnetic effects), improper maintenance, lack of fitness for a particular use, failure to observe the user manual and mounting instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action, or resulting from other reasons beyond the supplier's control. All claims on the part of the Customer, irrespective of the grounds on which they are based, which are not allowed under these general conditions, in particular any claim not expressly mentioned, such as for damages, reduction of price or withdrawal from the contract, are excluded. In no case whatsoever shall the Customer be entitled to claim damages, in particular but not only for loss of production, loss of use, loss of orders, loss of profit and other direct or indirect or consequential damage. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on our part, but does apply to unlawful intent or gross negligence of persons employed or appointed by us to perform any of our obligations. It is the customer's responsibility to arrange and pay for the return shipment to us or to our local representative.
13. Claims (Complaints): Customer claims must be submitted in written form immediately upon receipt of goods or immediately upon detection of hidden faults.
14. Ownership of Goods: Ownership of the goods sold shall, notwithstanding delivery, or attachment of these to other property, remain with us until payment has been received in full.
15. Liabilities: In no event shall NSL, its subsidiaries or their respective officers, directors, employees, representatives or agents be liable for special, incidental, consequential, punitive, or indirect damages, including but not limited to loss of data, use, or profits, however caused, whether for breach of contract, negligence, or otherwise, and whether or not NSL has been advised of the possibility of any such damages. Customer shall have no pledge or lien on the property of the manufacturer.
16. Law: These terms and conditions are governed and construed by the laws of the UK. If any provision within these conditions is held to be unenforceable in whole or in part, the validity of the other provisions of these conditions shall not be affected.
17. Technical Specifications: Unless otherwise agreed upon, brochures and catalogues are not binding. We reserve the right to modify any specification without notice.
18. Design Ownership: Information and drawings delivered in addition to the sales documentation may not be transmitted to any third party. The customer may not transmit or make use, in any form whatsoever, of any information concerning the design and the functionality. In the event of infringement of this clause we retain the right to claim damages.
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