Terms & Conditions

1. DEFINITIONS

1.1 In these Conditions the following words have the following meanings:
"Buyer" means the person(s), firm or company who purchases the Goods from the Supplier,
"Contract" means each contract between the Supplier and the Buyer for the supply and purchase of the Goods incorporating these Conditions;
"Goods" means any good(s) agreed in the contract to be supplied to the Buyer by the Supplier (including any parts or parts of them);
"Special Order Goods" means Goods that the Supplier does not ordinarily hold in stock and must be ordered specially by the Supplier for the Buyer;
"Supplier" means Nova Trimmings Limited;
"Writing" includes cable, electronic transmission, telex, email and comparable means of communication.

2. APPLICATION

2.1 Each Contract will be on these Conditions to the exclusion of all other terms and conditions.

2.2 All terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other documents shall have no effect.

2.3 These Conditions apply to all the Suppliers sales and any variation to these Conditions and/or any representations about the Goods, other than those concerning Price, Payment and Delivery, shall have no effect unless expressly agreed in Writing by the Supplier.

2.4 Each order for Goods by the Buyer from the Supplier shall be deemed to be an offer by the Buyer to purchase the Goods subject to these Conditions.

2.5 The Supplier's quotations are not binding and a Contract will only come into existence when the Supplier accepts an order from the Buyer.

3. PRICE

3.1 The Goods shall be sold at the Supplier's current price applicable on the date of delivery or deemed delivery or the price agreed between the Supplier and the Buyer when an order for the Goods is accepted by the Supplier.

3.2 All prices are exclusive of value added tax.

3.3 The Supplier reserves the right at any time before delivery of the Goods, to increase the price of the Goods to reflect any increase in the cost to the Supplier which is due to an event

beyond the control of the Supplier, or any change of delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by an instruction of the Buyer or the failure of the Buyer to give the Supplier adequate information or instructions.

4. PAYMENT TERMS

4.1 The Buyer shall pay the price of the Goods before the Goods are dispatched to them by the Supplier.

4.2 Time for payment for the Goods shall be of the essence. All payments shall be made without deduction or set-off.

4.3 No payment shall be deemed to have been received until the Supplier has received cleared funds.

4.4 All payments payable to the Supplier under a Contract shall become due immediately upon termination of a Contract.

4.5 If the Buyer fails to pay the Supplier any sum due pursuant to a Contract, the Buyer will be liable to pay interest to the Supplier on such sum, from the due date for payment at the annual rate of 2% above the base lending rate from time to time of the HSBC Bank plc, accruing on a daily basis until payment is made, whether before or after any judgement.

5. RETURNING GOODS

5.1 The Buyer may return any Goods but at the cost of the buyer (unless Goods are proven faulty), "costs" meaning the cost it is to return back any Goods to the Supplier.

5.2 Special Order Goods are not capable of being returned as they are ordered in especially for the specific Buyer and are not what the Supplier usually stocks.This is with the exception of proven faulty Goods.

5.3 There is a sampling service to ensure that the Buyer is completely satisfied with the Goods before purchase (especially with the Special Order Goods), to avoid Goods being returned or loss of Goods to the Buyer.

6. DELIVERY

6.1 The dates specified by the Supplier for the delivery of the Goods are estimates only and time is not of the essence for delivery. If no dates are specified, delivery will be made within a reasonable time.

6.2 The Supplier shall not be liable for any loss (including loss of profits), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, nor will any delay entitle the Buyer to terminate or rescind the contract.

6.3 The Goods will be at risk of the Buyer from time of delivery so long as the supplier will not be liable to the Buyer for damage, shortage or loss in transit, unless the Buyer:
(a) in the case of non delivery, gives notice in Writing to the Supplier within seven (7) days from the anticipated delivery date;
(b) in the case of damage or loss, gives notice in Writing to the Supplier withing seven (7) days of the delivery of the Goods; and
(c) where the Goods are delivered by an independent carrier, complies in all respect with the carriers conditions of carriage for notifying claims for loss or damage in transit.

6.4 If for any reason the Buyer will not accept delivery of any Special Order Goods when they are ready for delivery, or the Supplier is unable to deliver any Special Order Goods on time because the Buyer has failed to provide appropriate instructions, documents or authorization then:
(a) the risk in the Special Order Goods will pass to the Buyer (including for loss or damage caused by the Supplier's negligence);
(b) the Special Order Goods will be deemed to have been delivered;
(c) payment for the Special Order Goods shall be made by the Buyer within thirty (30) days of such deemed delivery and conditions 4.2,4.3,4.4 and 4.5 shall apply to their entirety to any sums due under this condition 6.4; and
(d) the Supplier may store the Special Order Goods until actual physical delivery where upon the Buyer will be liable for all reasonable costs and expenses (including without limitation storage and insurance).

7. TITLE

7.1 Title to the Goods shall not pass to the Buyer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods
(b) any other Goods previously supplied by the Supplier; and
(c) any other monies due from the Buyer to the Supplier on any account.

7.2 Until title to the Goods passes to the Buyer, the Buyer shall store the Goods seperately and readily indentifiable as the property of the Supplier.

7.3 The Buyer grants and authorises the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or retake the possession of all or any part of the Goods, where the Buyer's right to possession has terminated.

7.4 The Buyer shall keep all the Goods fully insured for the benefit of the Supplier until title to the Goods have passed to it.

8. INTELLECTUAL PROPERTY RIGHTS

The Buyer acknowledges and accepts that he/she has no right or claim to the design Know-how, trade names, marks, copyright or patent relating to or in connection with the Goods whatsoever.

9. EXCLUSION OF LIABILITY

9.1 Unless expressly stated otherwise, the Supplier does not give or make any warranties or representations in relation to the Goods, including without limitation, the origin and/or manufacture of the Goods.

9.2 All warranties, representations, Conditions and other terms implied by stature or common law (save for the conditions implied by section 12 of the sale of Goods act 1979) are, to the fullest extent permitted by law, excluded from a Contract or otherwise in relation to the Goods.

9.3 Nothing in these Conditions shall exclude or limit the Supplier's liability for death or personal injury caused by the Supplier's negligence or fraudulent misrepresentation.

9.4 Subject to Conditions 8.2 and 8.3:
(a) the Supplier's total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of a Contract shall be limited to the value of the Goods sold under a Contract; and
(b) the Suppliers shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, business or depletion of goodwill), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the Contract.

10. SUSPENSION AND TERMINATION

The Supplier may, without prejudice to any other rights and remedies available to it, stop all Goods in transit and suspend further deliveries and may by notice to the Buyer terminate a contract immediately if one or more of the following events occurs:
(a) the Buyer enters into a deed of arrangement or compounds with his creditors or if a bankruptcy order or receiving order is made against him/her or (being a company) it shall pass a resolution or the Court shall make an order that the Buyer shall be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed over any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar action in consequence of debt;
(b) the financial responsibility of the Buyer shall, on the opinion of the Supplier, become impaired;
(c) the Buyer shall fail to pay any amounts due under a Contract; or
(d) the Buyer shall commit any breach of a Contract which remains unremedied for a period of twenty-one (21) days since notice in Writing was given to the Buyer.

11. ASSIGNMENT AND SUBCONTRACTING

11.1 None of the rights or obligations of the Buyer under a contract may be assigned or transferred without the prior Written consent of the Supplier.

11.2 The Supplier shall be entitled to subcontract any work relating to a Contract to qualified personnel by giving notice in Writing to the Buyer.

12. AMENDMENT AND WAIVER

12.1 No waiver of any of these Conditions or any terms of a Contract shall be effective except to the extent that is made in Writing and signed by the waiving party.

12.2 Any waiver of a breach of a default under any of the terms of these Conditions or a Contract shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any other terms of these Conditions or a Contract.

13. NOTICES

13.1 Any notice or other communication to be given under these Conditions must be in Writing and may be delivered personally or sent by prepaid first class post by fax or electronically.

13.2 Any notice or document shall be deemed served, if delivered personally, at the time of delivery, if posted, forty-eight (48) hours after posting and if sent by fax or electronically at the time of transmission.

14. SEVERANCE

The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the validity of any other Conditions.

15. LAW AND JURISDICTION

Each Contract shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

16. CONSUMER SALE

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