TERMS & CONDITIONS OF SALE
Neo2c and the expressions, “we”, “us”, “our” and “the Company” mean Neo2c.
Products for sale on the website and any other sales materials produced by us are intended for use by partners and hotel customers for business purposes only and you are not placing orders as a consumer. For the avoidance of doubt references to individuals within these conditions are references to individuals acting for purposes within their business.
i. In these Conditions the following words shall have the meanings set out below:
means the standard terms and conditions of supply of Products set out in this document including the introduction.
means a legally binding contract for the sale and supply of Products and made in accordance with these Conditions.
means the Products described in the Order.
means an order placed by you for the purchase of Products.
means the price of the products either advised to you or detailed in the quote.
means any day other than a Saturday, Sunday, bank and public holidays in England.
means the person, agent or company who purchases the Products from us.
2. Acceptance of Our Conditions
i. All orders for Products supplied by us or any of our subsidiary companies as the case may be are subject to these Conditions and the placing of an Order by you will constitute acceptance of these Conditions. You may copy these Conditions and store them for your future reference.
ii. We only supply Products for purchase by adults and you confirm that you are 18 years of age or over.
iii. Where there is a conflict between these Conditions and any additional terms and conditions, rules and instructions, these Conditions shall apply.
3. Application of Terms & Basis of Supply
i. The Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).
ii. No terms or conditions endorsed on, delivered with or contained in your purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
iii. These Conditions apply to all our sales and any variations to these Conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by one of our directors.
iv. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract or in any confirmation email. Nothing in this Condition shall exclude or limit the Company’s liability for fraud or fraudulent misrepresentation.
v. You shall ensure that the terms of your order and any applicable specification are complete and accurate.
vi. All illustrations, descriptions, specifications, dimensions, weights and capacities listed on any Website, or in any
catalogue, price list or other advertisement are intended merely to present a general idea of the Products described and shall not form part of the Contract.
vii. Any quotation is given on the basis that no Contract shall come into existence until we despatch an acknowledgement of order to you. We may withdraw any quotation at any time, even if the quotation is stated to be valid for a particular period, unless you make an offer within the stated validity period which has been accepted by us.
4. Credit Accounts
i. Applies if you are placing regular orders. If you wish to open a credit account we will ask you to complete and sign an application for credit account form (“Application Form”). The proprietor(s), partner(s) or an authorised employee (if a limited company), must sign the Application Form together with a director or secretary providing a personal guarantee. Until an Application Form has been received and a credit account approved (in writing) by us, Orders will not be accepted onto the credit account until cleared funds have been received. We will treat having received payment by bank transfer or debit card as us having received cleared funds. We reserve the right, in our absolute discretion, to grant, refuse, or discontinue any credit facilities or reduce or suspend any credit limit at any time and demand immediate payment of all monies outstanding.
ii. Unless otherwise agreed by us in writing, sums due on a credit account are payable within 30 days of invoice. If you exceed any agreed credit limit, we may demand immediate payment of all amounts outstanding from you to us on any account.
5. Variation of Products
We reserve the right in our absolute discretion to make any changes to the Products which do not in our opinion materially affect the quality or nature of the Products.
6. Price & Payment
i. The prices displayed on the Website and our material or price lists are in pounds sterling (unless otherwise stated) and are exclusive of VAT and other similar sales taxes. Unless specified all prices exclude import, local duties (where applicable) and do not include packaging and delivery charges. These will be added to the total amount payable by you and will be shown when you make an Order.
ii. Payments can be made by bank transfer and or debit card.
iii. Payments by credit card will incur a 4% charge.
iv. Where Products are specially ordered from manufacturers, and a carriage charge is made by such manufacturers, we reserve the right to recover this charge from you in addition to any other charges. You will also pay any additional charges incurred as a result of delivery by any particular method you may request (but we shall be under no obligation to comply with any such request).
v. We may request a sum to be paid in advance. Any advance payment made by you at our request shall be held by us as a deposit and not as a part payment. Any deposit is non-refundable in the event of you cancelling the Order, or us cancelling the Order as a result of your default.
vi. Time for payment shall be of the essence.
vii. No payment shall be deemed to have been received until we have received cleared funds.
viii. All payments payable by you under the Contract shall become due and payable immediately on its termination, despite any other provision.
ix. You shall make all payments due under the Contract or otherwise in full without any deduction by way of set-off, counterclaim, discount, abatement or otherwise.
x. If you fail to pay us any sum due pursuant to the Contract, you will be liable to pay interest to us on such sum from the due date for payment and we, at our discretion, shall be entitled to either, at our discretion:
a. exercise our statutory right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; or
b. charge you interest on such sum from the due date for payment at the annual rate of 4% above the base rate of Bank of England from time to time accruing on a daily basis and compounded monthly until payment is made, whether before or after any judgement.
We may exercise this right in addition to any other rights we may have.
xi. In the event of termination, variation or suspension of a Contract on your instruction or by lack of instruction, the Price will be adjusted to reflect the additional costs incurred by us. Where a Price per unit has been quoted and you require a smaller number of units to be delivered than those quoted for, we reserve the right to adjust the Price per unit applicable.
xii. You will indemnify us against all costs, losses, damages, expenses and liability including but not limited to all legal expenses and disbursements incurred by us in recovering, attempting to recover or taking advice in connection with the recovery of any amount which is due from you (whether or not recovery is successful) pursuant to these Conditions or otherwise.
7. Delivery & Risk
i. You shall provide a delivery address in the United Kingdom or another address we mayagree in writing.
ii. We will advise you of any applicable delivery charge.
iii. We will deliver the Products to the address specified on your Order or made available for collection.
iv. If you fail to take delivery of the Products on the date notified to you by us, or fail to provide any instructions or authorisations required to enable Products to be delivered on time, the Products will be deemed to have been delivered, and risk in the Products will pass to you on the delivery date and (without prejudice to any other rights we may have) we may:
a. store the Products until actual delivery or sale and charge you for all related costs and expenses (including, without limitation, transportation, handling, storage and insurance); and/or
b. charge you any increase in the Company’s list price for the Products between the deemed delivery date and the date on which you take physical delivery of the Products; and/or
c. following written notice to you, sell any of the Products at the best price reasonably obtainable in the circumstances and charge you for any shortfall below the price agreed with you in addition to being entitled to recover the costs of the sale and the costs described in Condition 7.4(a).
v. We will endeavour to deliver, subject to stock and availability of the Products, to you in accordance with any dispatch date notified to you, or, if none is specified, within seven (7) Working Days of you placing the Order with us or such alternative later date specified by you in your Order but you acknowledge that it may not always be possible to deliver the Products within this time frame and you agree that delivery of the Products may take longer. Any dates or times for delivery of the Products quoted by us are estimates only. We shall not be liable if the Products are not delivered within seven (7) Working Days or for any failure to meet any estimated delivery date or for any costs, charges or expenses incurred as a result of any delay. You will not be entitled to refuse to accept any products or to cancel the Contract with us merely because of such failure unless any delay exceeds 180 days.
vi. We shall be entitled to deliver in instalments. Where the Contract is to be or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment delivery or part will be made as if the same constituted a separate contract. Failure by you to pay for an instalment in accordance with this Condition will entitle us without prejudice to our other rights and remedies to suspend further deliveries of Products under any other contract we have with you, pending payment by you.
vii. Failure by us to deliver any one or more instalments in accordance with these Conditions will not entitle you to treat the Contract as repudiated.
viii. Risk of damage to or loss of the Products shall pass to you:
a. in the case of Products to be collected, at the time when we notify you that the Products are available for collection; or
b. at the time of shipment, if you request the Products to be shipped by us to you; or
c. at the time of us handing the Products to a third party if you arrange for the Products to be collected by a third party carrier;
ix. You will provide all appropriate equipment and manual labour for off-loading and loading the Products.
x. Subject to Condition 12 we shall not replace any lost or damaged Products after delivery.
i. The manner of packing and transportation of the Products shall be at our discretion. No liability shall be accepted for failure to pack to any particular standard, or against any particular risk unless the requirement for such packing is specifically brought to our attention, accepted in writing by us and paid for by you.
ii. We may impose additional charges in respect of packaging we use for transportation and delivery of the Products. Any such charges will be added to the Order and will be shown when you make an Order. For the avoidance of doubt, you agree that such additional charges will be levied in respect of Products which are despatched in crates, drums, cases, pallets or other similar packaging and may be levied at our discretion in the case of any other packaging.
9. Retention of Title
i. Ownership of the Products will not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Products and all other sums which are or which become due to us from you on any account.
ii. Until ownership of the Products has passed to you, you must:
a. hold the Products on a fiduciary basis as our bailee;
b. store the Products (at your own cost) separately from all other Products owned by you or any third party so that they are
identifiable as our property and clearly labelled as such;
c. not destroy, deface or obscure any identifying mark or packaging on or relating to the Products;
d. maintain the Products in satisfactory condition insured on our behalf for their full Price against all risks without any deductible to our reasonable satisfaction . On request you will produce evidence of the policy of insurance to us;
e. hold any proceeds of such insurance on trust for us separately from any other money, and not pay the proceeds into an overdrawn bank account or allow any such bank account to become overdrawn; and
iii. allow us access at any reasonable time to enable us to inspect the Products and verify that you have complied with your obligations under this Condition 9.2 i.
iv. You may not resell the Products before ownership has passed to you.
v. We may while we are the owner of the Products (and without prejudice to any other rights we may have under these Conditions) demand the immediate return of the Products at any time and you will forthwith comply with such demand and bear the expenses for such return.
vi. If you fail to return the Products in accordance with Condition 9 you will be deemed to grant to us (or our successors in title for the Products) and our respective employees and agents an irrevocable license to enter onto any premises where the Products are or may be situated for the purpose of removing the Products (the cost of doing so shall be borne by you) and to sell or otherwise deal with such Products.
i. You acknowledge that we are not the manufacturer of the Products. Consequently, subject to Condition 14, we will not be liable for any defect in quality of any of the Products, and our obligations in such respect will be restricted to applying our reasonable endeavours to:
a. transfer to you the benefit of any warranty or guarantee given to us in respect of the Products, if requested by you, at your expense; or
b. make and pursue any available claim under the terms of any warranty or guarantee as mentioned in Condition 11, subject to you paying all costs and expenses incurred on an indemnity basis in advance of them being incurred, and providing us with such security as we may in our absolute discretion require in respect of the defendant’s costs that may become payable should we lose any dispute. In the event of a claim being made, we will promptly account to you (to the extent of your claim and subject to the deduction of an amount equal to any costs incurred in making and pursuing such claim which you have not already paid) for any proceeds resulting to you.
ii. The Products are not sold by description or sample.
11. Damage in Transit & Shortages
i. The quantity of any consignment of Products as recorded by us upon dispatch from our place of business or designated premises shall be conclusive evidence of the quantity received by you on delivery, unless you can provide conclusive evidence to the contrary.
ii. We will not have any liability for short delivery, loss or damage to Products occurring prior to delivery or for non-delivery (even if caused by our negligence) unless claims to that effect are notified to us and our designated carriers within 24 hours of delivery (in the case of damage or short delivery) or within 24 hours of our invoice or advice note (in the case of non-delivery). Products received in a damaged or unsatisfactory condition must be signed for as such and the packaging and contents must be retained for inspection, failure to do so will invalidate any claim.
iii. Subject to Condition 12 our total liability for short delivery, loss or damage to the Products prior to delivery, or non-delivery of the Products, shall be limited to (in each case at our discretion) repairing or replacing free of charge Products within a reasonable time, or refund the Price at the pro rata Contract rate.
i. Products correctly supplied may not be returned without our written agreement.
ii. If Products have been supplied other than in accordance with these Conditions, they must be rejected within twenty-four (24) hours of delivery (or deemed delivery), otherwise they will be deemed to have been accepted and have been supplied in accordance with these Conditions.
iii. Products returned must be unused and undamaged together with any accessories or items that have been provided free of charge by us, consigned carriage paid and returned, in each case, accompanied by a packing note stating the Company’s invoice number and date thereof together for the reason for return.
iv. Products returned will incur a restocking charge of 30% of the original invoice. You agree to pay this charge in accordance with our invoice for it immediately on demand.
v. If returned Products are dispatched and subsequently lost in transit the Company will not issue a credit note or refund (where one is due) unless and until the returned Products arrive at the Company's premises.
vi. Selected Products, Bespoke or Custom Products are non-cancellable, non-returnable(unless faulty) and non-refundable.
vii. To find out more about our Product(s) return policy please email firstname.lastname@example.org
viii. The Company is not responsible in any way whatsoever for any loss or damages you may suffer, our returns or refunds policies or in relation to any Products you purchase or return.
13. Limitation of Liability
i. The prices charged for the products are based strictly on the understanding of acceptance by you of the provisions in these conditions for the limitation of our liability. Should you require us to accept additional liability this may be discussed between the parties and if agreed the price may be increased accordingly.
ii. Nothing in these terms and conditions excludes or limits our liability:
a. for death or personal injury caused by our negligence; or
b. for fraud or fraudulent misrepresentation; or
c. in respect of any breach of the warranty as to title implied by section 12 of the Sale of Goods Act 1979; or
d. under section 2 Consumer Protection Act 1987 to the extent that liability cannot be lawfully excluded under section 7 of the same Act; or
e.any other liability that cannot be lawfully excluded.
iii. By ordering the Products, you acknowledge that we are not the manufacturer of the Products and it is therefore reasonable for us to limit our liability to you as set out herein.
iv. All warranties, conditions and other terms implied by statute or common law (save for the condition implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
v. Subject to Condition 14:
a. our total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the Contract will be limited to and shall not exceed (in respect of liability associated with defective Products (if any), and subject to Condition 14, the unit Price paid for the relevant Products, and in all other cases shall not exceed the Price paid for the Products; and
b. we will not be liable to you for loss of use, loss of profit or anticipated profit, loss of business, loss of contracts, loss of overhead recovery, additional machining costs, loss of revenue or anticipated savings, any damage to your reputation or depletion of goodwill, any product recall or business interruption costs or any special, indirect or consequential loss or damage (even if we have been advised of such loss or damage) whatsoever and howsoever caused arising out of or in connection with the Contract.
vi. The provisions of this Condition 14 shall survive the termination or expiry (for whatever reason) of the Contract.
14. Intellectual Property Rights
i. All Intellectual Property Rights relating to the Products shall at all times be vested in and remain owned by us or our third party licencors.
ii. You shall not use our name, logo or any other identification marks for the purpose of advertising or publicity without our prior written consent.
i. Either we or you may, without prejudice to any rights or remedies that we or you may have against the other party, terminate our obligations under a Contract with immediate effect or (in our case) suspend future deliveries if on giving the other party written notice the other fails to comply with any material obligation hereunder and such failure has not been remedied within ten (10) days of written notification from the party requiring remedy.
ii. We may terminate our obligations under a Contract immediately if:
a. you fail to furnish us with any information or instructions required by us to fulfil any Order; or
b. you enter into any compromise or arrangement with your creditors, or if an order is made or an effective resolution is passed for your winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver, manager, administrative receiver or administrator is appointed in respect of the whole or any part of your undertaking or assets; or
c. you cease or threaten to cease to carry on your business; or
d. you are made bankrupt.
iii. All outstanding sums shall be due immediately if the Contract is terminated by us for any reason detailed in this Condition 16.
iv.Any terms and conditions which impliedly have effect after termination or expiry will continue to be enforceable notwithstanding termination or expiry.
16. Third Party Claims & Indemnity
i. You shall indemnify and keep us indemnified from and against any liability, penalty, costs, claims, damages, loss and/or expense incurred or suffered, whether or not foreseeable and howsoever arising:
a. As a result of incorporating property in the Products; or applying any patent, registered or unregistered design, copyright, trademark, trade name or design to the Products; in each case on your instructions, suggestions or specifications, or complying with any other instruction of yours relative to the Products; and/or
b. In relation to any third party claims arising out from the use, installation, or dealing by you in the Products (irrespective of whether or not they involve our negligence), except as a result of our fraud or wilful default; and/or
c. As a result of your negligence, default or breach in respect of this or any other contract you may have with us.
ii. You shall notify us forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. We shall have sole conduct of any proceedings or claim. You shall provide us with all assistance in connection therewith as we shall request.
17. Cancellation of an Order
We reserve the right to refuse to accept any cancellation of an Order. In the event of any cancellation or other default by you, you must pay all costs, losses and expenses incurred by us prior to the date of cancellation, and you will indemnify us in respect of any third party claims arising directly or indirectly out of any such cancellation.
If you require Products from a quality assured source or certificates of conformity you must specify your requirements in writing at the time of placing the Order.
i. Any samples provided to you at your request must be returned to us in good condition within thirty (30) days of receipt or such shorter period as we may specify. We may charge the market value of all samples not so returned. Such market value will be the market value on the date when the sample was due to be returned.
ii. Samples provided by us shall be subject to these Conditions together with any applicable additional terms and conditions, rules and instructions.
20. Events Outside Our Control
We shall not be liable to you or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Contract if the delay or failure was due to any events outside of our reasonable control including without limitation a technical failure of the Internet, act of God, explosion, flood, fire, epidemic, accident, war, terrorism, sabotage, insurrection, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, industrial actions or trade disputes (whether involving our employees or those of a third party), inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour.
You will keep the terms on which you buy Products from us confidential and will not disclose such information to anyone other than your officers and employees who need to know the same, or as required by any order of a court or the rules of a regulatory authority.
i. We may assign (or hold on trust) the Contract or any part of it to any person, firm or Company. We may subcontract the performance of some or all of our obligations under the Contract.
ii. You may not assign or hold on trust the Contract or any part of it.
iii. No waiver by us of any breach of any Contract or these Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
iv. An entity which is not expressly a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
v. If any provision of these Conditions or the Contract is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the remainder of these Conditions and the Contract shall continue in full force and effect.
vi. These Conditions and any Contract represent the entire agreement between us relating to the purchase of the Products and supersedes all prior agreements, arrangements and undertakings between us relating to the Products.
vii. These Conditions and the Contract shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.