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Terms
& Conditions
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Definitions
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The "Buyer" means the customer who accepts a quotation of the
Seller or whose order for the Goods is accepted by the Seller.
The "Seller" means
Nimbus Designs Ltd.
"Conditions" means the conditions of sale set out in this document
and any special and/or additional conditions agreed in writing by the Seller.
"Good" or "Goods" means the goods (including any
instalment of goods or any parts for them) which the Seller is to supply in
accordance with these Conditions.
"Writing" includes facsimile transmission, email and other
comparable means of communication.
"Working Days" means
Monday to Friday inclusive, excluding
Saturday, Sunday and Bank Holidays on whichever day they fall.
"including" and
"in particular" shall be construed as not limiting any general
words or expressions in
conjunction with which either of those expressions
is used.
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Conditions
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These conditions shall
apply to all contracts for sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions
including any which the Buyer may purport to apply under any purchase order,
confirmation of order or any such similar document.
Where the Seller has agreed to
provide the Buyer with system design, installation or other consultancy
services, then the provision of such services shall be governed by the
Sellerâs separate Conditions for the Provision of Services, a copy of which
shall be supplied to the Buyer.
No variation or addition to
these Conditions shall be effective unless agreed in Writing by the Seller.
The Sellerâs employees or
agents are not authorised to make any representations concerning the Goods
unless confirmed by the Seller in Writing and in entering into the contract
the Buyer acknowledges that it does not rely on any such representations
which are not so confirmed.
Any typographical, clerical or
other error or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the
Seller shall be subject to correction without any liability on the part of
the Seller and without any prior notification. The views and opinions expressed in any sales literature or on the
Sellerâs web-site are the views of the contributors and should not be taken
necessarily as fact.
No contract for the sale of
Goods shall arise until the Seller despatches the Goods, the Seller shall
inform the Buyer by email when the goods have been despatched.
Acceptance of delivery of Goods
shall be deemed conclusive evidence of the Buyerâs acceptance of these
Conditions.
Nothing in these Conditions
shall effect the statutory rights of any consumer.
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Prices
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The price shall be that on
the Sellerâs current list price or as otherwise agreed in writing by the
Seller and the Buyer should confirm prices (including any promotional prices
and special offers) at the time of ordering. All special offers are strictly
subject to availability.
The Seller reserves the right
to revise prices prior to dispatch of Goods to reflect any indirect or direct
increase in costs to the Seller but if the price has been paid in full prior
to dispatch no price revision may take place without the prior written
agreement of the Buyer.
The prices of goods are shown inclusive of VAT and charges for packing,
postage and carriage shall be paid in addition. Shipping and Handling charges
are displayed excluding VAT.
A confirmation of order at a
price is subject to change, but we will always notify the buyer of any
deviation from the confirmation of order prior to taking monies. Where money
transfer is by automatic electronic means we reserve the right to cancel the
order and refund all monies paid.
From time to time we shall
modify the prices charged on our website and current catalogue.
Web site pricing may differ to
sales literature pricing.
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Payment
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Payment must be made in
full before despatch of any Goods.
Payments made by cheque shall
be subject to a 5 day clearance period starting from the day the cheque is
paid into the Sellers bank account.
Time for payment shall be of
the essence and any failure to pay shall entitle the Seller at his option to
treat the contract as repudiated by the Buyer, to delay delivery until paid
or appropriate any payment made by the Buyer to such of the Goods as the
Seller may think fit notwithstanding any purported appropriation by the Buyer
(without prejudice to any other remedy that the Seller may have).
Receipts for payment are
automatically emailed.
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Delivery
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Our standard delivery methods are by Courier using DPD, Citylink
or Fedex.
All delivery times quoted are
estimated times, whilst every reasonable effort shall be made to keep to any
estimated delivery date, time of delivery shall not be of the essence and the
Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person
or Company arising directly or indirectly out of any failure to meet any
estimated delivery date. The Goods may be delivered by the Seller in advance
of the quoted delivery date upon giving reasonable notice to the Buyer. We
aim to despatch orders placed before Noon the same day, orders placed after
this time will be despatched the following working day.
Notification of delivery may be made by telephone call/message, email, fax
or by post on the due date.
A carrierâs first attempt to deliver shall be considered as the delivery date
and unless otherwise agreed in writing by the Seller all deliveries can take
place up until 6 pm.
Unless otherwise agreed the Seller may deliver by instalments and in such
case each instalment shall be treated as a separate contract and any delay,
default or non-delivery in respect of any instalment by the Seller shall not
entitle the Buyer to cancel the remainder of the contract.
Failure by the Buyer to pay for any instalments or delivery when due shall
entitle the Seller to withhold any further deliveries and the Buyer shall be
liable for any costs incurred by the Seller relating to such Goods.
Delivery of the Goods shall be made to the Buyerâs address and the Buyer
shall make arrangements necessary to take delivery of the Goods whenever they
are tendered for delivery.
If the Buyer fails to take delivery of the Goods or fails to give the Seller
adequate delivery instructions at the time stated for delivery (otherwise
than by reason of any cause beyond the Buyerâs reasonable control) then,
without prejudice to any other right or remedy available to the Seller, the
Seller may:
i) Store the Goods until
actual delivery and charge the Buyer for the reasonable costs (including
insurance) of storage; or
ii) Sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage and selling expenses)
account to the Buyer for the excess
over the price under the contract or charge the Buyer for any shortfall below
the price of the contract.
The method of dispatch for all orders shall be at the Sellerâs discretion.
Where a particular delivery service has been paid for the Seller shall make
every effort to use that service, however in order to ensure that all orders
are correctly insured the Seller reserves the right to change the delivery
service to an equivalent or better service with greater insurance cover.
Next
day courier services are only delivered on working days, the delivery
estimate shall be the next working
day after the day of dispatch. Next
day courier orders dispatched on a Friday shall be delivered on a Monday (except Bank Holidays).
Saturday Courier delivery is
available for orders dispatched on a Friday, if Saturday Courier delivery is
selected the delivery estimate is before noon Saturday.
If the Buyer does not make them
self available to receive a courier delivery, the courier shall take the
package back to the local depot and re-try the delivery on the next working day. The courier should leave a card
indicating they have tried to deliver a package, the couriers electronic log indicating a failed
delivery attempt with a door colour shall be treated as proof of attempted
delivery. After two failed delivery attempts the package shall be held at the
local depot for five days for the Buyer to collect. If the Buyer fails to
collect the package it shall be automatically returned to the Seller, in this
case the Buyer shall be liable for the return fee of £9.90 + the original
carriage fee + VAT. If the Buyer still wishes to receive the items returned
by the courier they shall also be liable for the second outgoing delivery
charge. If the items are no longer required by the Buyer the cost of the
items shall be refunded minus the delivery fee, the courier return fee,
handling and restocking fees.
Once dispatched Courier
deliveries cannot be re-directed to another address without incurring a fee.
The buyer shall be liable for all fees incurred due to the Buyer requesting a
delivery re-direction to a different address from that originally specified
as the shipping address, the fee for a courier re-direction is £11.95 + VAT.
Claims for damaged items must
be made within 5 working days of receipt of the goods, any claim should be made in writing with a
full description.
The Sellerâs delivery charges and the timing of all deliveries shall be as
published from time to time. Any promotional offers in respect of delivery charges
shall only apply to UK
mainland and Northern Ireland.
The method of dispatch for
items specified with Free Delivery shall be at the Sellers discretion and
shall be in accordance with the delivery terms listed above.
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Ownership & Risk
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The risk in Goods shall
pass to the Buyer upon delivery of the Goods or upon the Goods being
appropriated to the Buyer but kept at the Sellerâs premises at the Buyerâs
request.
The Seller remains the owner of
the Goods affected by the contract until the Seller has been paid in full in
cash or cleared funds for such Goods and all other Goods agreed to be sold by
the Seller to the Buyer for which payment is due.
Until such time as the property
in the Goods passes to the Buyer, the Buyer shall hold the Goods as the
Sellerâs fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and
third parties and properly stored, protected and insured and identified as
the Sellerâs property.
If any payment due under these
Conditions is overdue in whole or in part, the Seller may without prejudice
to any of its other rights recover and/or re-sell the Goods or any of them
and may enter on the Buyerâs premises by its servants or agents to recover
the Goods and the Buyer shall be liable for all the Sellerâs costs of so
doing.
The Buyer shall not be entitled
to pledge or in any way charge by way of security for any indebtedness any of
the Goods which remain the property of the Seller, but if the Buyer does so
all moneys owing by the Buyer to the Seller shall (without prejudice to any
other right or remedy of the Seller) immediately become due and payable.
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Warranties &
Liabilities
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Subject to the conditions set out below the Seller warrants that the Goods
will at the time of delivery correspond to the description given by the
Seller.
The above warranty is given by the Seller subject to the following
conditions:
The Seller shall be under no liability in respect of any defect in the Goods
arising from any drawing, design or specification supplied by the Buyer;
The Seller shall not be under liability in respect of any defect arising from
fair wear and tear, wilful damage, negligence, abnormal working conditions,
failure to follow the Sellerâs instructions (whether oral or in writing),
misuse or alteration or repair of the Goods without the Sellerâs written
approval;
The Seller shall be under no liability under the above warranty (or any other
warranty, conditions or guarantee) if the total price for the Goods has not
been paid by the due date for payment;
Where the Goods are covered by manufacturerâs warranties, details of which
will be supplied to the Buyer on delivery of the Goods the Buyer shall only be
entitled to the benefit of such warranties or guarantees as are given by the
manufacturer to the Seller.
Subject as expressly provided in
these conditions and except where
the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms
Act 1977, section 12) all warranties, conditions, or other terms implied by
statute, common law or otherwise are excluded
to the fullest extent permitted by
the law.
Where Goods are sold to a consumer (as defined by the Consumer Transactions
(Restrictions on Statements) Order 1976) the statutory rights of the Buyer
are not affected by these Conditions.
The Seller shall not be held responsible for any incompatibility issues or
held liable to the Buyer by reason of any representation (unless fraudulent)
or any implied warranty, condition, or other term or any duty at common law
or under the express terms of the
contract, for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation
whatsoever (whether caused by negligence of the Seller, its employees or
agents or otherwise) which arise out of or in connection with the supply of
the Goods or their use or resale by the Buyer including, without limitation,
losses or damages of the types listed below:-
i) loss of profit; and/or
ii) loss of anticipated savings.
iii) loss of business and/or goods; and/or
iv) loss of revenue; and/or
v) loss of contract; and/or
vi) loss of goodwill; and/or
vii) loss of use; and/or
viii) loss and/or corruption of data and/or other information; and/or
ix) downtime; and/or
x) any damage relating to the
procurement by you of any substitute equipment.
The entire liability of the Seller under or in connection with the contract
shall not exceed the price of the
Goods, except as expressly provided in these Conditions.
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WEEE & RoHS
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All products sold by the seller are sourced from UK
based WEEE registered suppliers and all products conform to RoHS. As a reseller of EEE we
will recycle your old EEE product when purchasing a new one on a like for
like basis. Please visit our WEEE page for more information by clicking here WEEE Information
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Returns, Cancellations &
Replacements
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Under the terms of the Distance Selling Regulations 2000, the Buyer has the
right to cancel any contract under the cooling off period. Cancellation shall
be given in writing by the buyer within the cooling off period. The cooling
off period is 7 working days from the day after receipt of the goods.
Business to business sales are not covered by the Distance Selling
Regulations.
Goods returned under the terms
of the Distance Selling Regulations should be sealed in their original
packaging without damage to the packing, unused, in re-saleable condition as
new.
Goods returned as stated above
shall be subject to a refund of the original purchase price, minus delivery
where an express delivery service
was selected, and minus our direct costs in recovering the goods if the goods
have not been returned (currently £15 + VAT). The Seller shall pay the refund
due, within 30 days of the notice of cancellation. The cost of express delivery shall not be refunded as it is
provided as an additional service under a separate contract.
Items made or cut to customer
specification may not be returned in accordance with the Distance Selling
Regulations 2000, eg
speaker cable cut to length.
Goods returned under the
Distance Selling Regulations cooling off period shall be returned at the expense of the Buyer,
the Buyer shall be responsible for the Goods and must take reasonable care of
them until they have been received by the Seller. The Buyer shall be
responsible for ensuring the Goods are adequately packaged to avoid damage
and shall pay any insurance costs deemed necessary.
If a contract is cancelled
under the terms of the Distance Selling Regulations and the Goods are not
returned within 14 days of any refund issued then action shall be taken
against the Buyer to recover the cost of the goods. ALL costs incurred in
recovery shall be payable by the Buyer.
Goods returned which are not
covered by the distance selling regulations such as business to business
transactions shall be subject to a re-stocking fee of at least 10%.
Unless the Seller at its
discretion decides otherwise, if the Seller agrees to accept the return of
any such Goods then:
i)
A Goods return number must be obtained from the Seller and be clearly shown
on the returned parcels and must be returned in the original manufacturerâs
packaging (which shall not be defaced) complete with accessories, manuals and
documentation.
ii) The Buyer shall be liable for the cost of remedying any damage to the
Goods returned where such damage has, in the opinion of the Seller, been
caused by the Goods being inadequately packaged by the Buyer or through the
Buyerâs fault.
iii) Any claim by the Buyer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with the specification
shall (whether or not delivery is refused by the Buyer) be notified to the
Seller within 7 days from the date of delivery or (where the defect or
failure was not apparent on reasonable inspection) within a reasonable time
after discovery of the defect or failure. If delivery is not refused and the
Buyer does not notify the Seller accordingly, the Buyer shall not be entitled
to reject the Goods and the Seller shall have no liability for such defect or
failure, and the Buyer shall be bound to pay the price as if the Goods had
been delivered in accordance with the terms of the contract.
iv) Where any valid claim in respect of any of the Goods which is based on
any defect in the quality or conditions of the Goods or their failure to meet
specification is notified to the Seller in accordance with these conditions,
the Seller shall be entitled to replace the Goods (or any part thereof) free
of charge or at the Sellerâs sole discretion, refund to the Buyer the price
of the Goods (or a proportionate part of the price), but the Seller shall
have no further liability to the Buyer.
If Goods received are believed
to be faulty the Buyer must contact us in writing notifying us of the
problem. Goods believed to be faulty must NOT be returned without obtaining a
Return Material Authorisation number (RMA) from us.
The Seller shall reimburse the
Buyer for Royal Mail Second Class return postage (non recorded), we advise a free proof of posting is
obtained when returning the goods. The seller shall not reimburse any other
delivery service without prior agreement and good reason.
The Seller shall not give any
credit for returned Goods where the Seller deems the Goods not to be faulty
unless otherwise agreed in writing by the Seller.
Any Goods in respect of which any claim of defect or damage is made by the
Buyer shall be preserved by the Buyer intact together with the original
packaging at the Buyerâs risk and shall at the request of the Seller be:
i)
Retained by the Buyer for a reasonable period to enable the Seller or its
agent to inspect the Goods; or
ii) Collected from the Buyer by the Seller if the Goods are defective.
Goods
not featured in the Sellerâs catalogue are not be subject to the normal returns policy and
instructions for return should be confirmed with the Seller before returning
the Goods.
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Customer Service
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The Seller shall make every reasonable effort to resolve or acknowledge by
post, telephone or email any queries which the Buyer has made within 48 hours
of receipt of any such query.
The Seller shall make every reasonable endeavour to respond to complaints
within 7 working days and keep the Buyer reasonably notified of any progress
thereafter.
Telephone calls made to the Seller may be recorded for training purposes.
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Trademarks & Accreditation
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The Seller and Buyer acknowledge the intellectual property rights of suppliers
and manufacturers of the products appearing in the Sellerâs sales literature
and on the Sellerâs web-site.
Where Goods have been manufactured and supplied under an IS09000 approval
this is indicated in the product manufacturer literature text.
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Force Majeure
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The Seller shall not be liable to the Buyer or be deemed to be in breach of
the contract by reason of any delay in performing or any failure to perform
any of the Sellerâs obligations in respect of the Goods, if the delay or
failure was due to any cause beyond the Sellerâs reasonable control. Without
prejudice to the generality of the foregoing, the following shall be regarded
as causes beyond the Sellerâs reasonable control:
i)
act of God, explosion, flood,
tempest, fire or accident;
ii) war, threat of war, sabotage, insurrection, civil disturbance or
requisition;
iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of
any kind on the part of any governmental, parliamentary or local authority;
iv) import or export regulations
or embargoes;
v) strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of the Seller or of a third party);
vi) difficulty in obtaining materials, labour or machinery; and
vii) power failure or breakdown in machinery.
viii) inclement weather
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General Terms
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The Sellerâs failure to insist upon strict performance of any provision of
these Conditions shall not be deemed a waiver of its rights or remedies in
respect of any present or future default of the Buyer in performance or
compliance with any of these Conditions.
Any notice required or permitted to be given by either party to the other
under these Conditions shall be in Writing addressed to the other party at
its registered office or principal place of business or such other address as
may at the relevant time have been notified pursuant to this provision to the
party giving notice.
Notice shall be delivered personally or sent by first class prepaid recorded
delivery of by registered post (airmail if overseas) or by facsimile
transmission and shall be deemed to be given in the case of delivery
personally on delivery and in the case of posting (in the absence of evidence
of earlier receipt) 48 hours after posting (six
days if sent by airmail) and in the case of facsimile transmission on
completion of the transmission provided that the sender shall have received
printed confirmation of transmission.
If any provision of these Conditions is held by any competent authority to be
invalid or unenforceable in whole or in part the validity of the other
provision of these Conditions and the remainder of the provision in question
shall not be affected.
In the event of a dispute between the Buyer and the Seller, should the Seller
in writing require, the Buyer agrees to submit to the jurisdiction in
accordance with the Arbitration Act 1996 for the time being in force as a
legally binding alternative to court action.
The contract shall be governed by the laws of England
and the Buyer agrees to submit to the non-exclusive
jurisdiction of the English courts.
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