Terms & Conditions

1. Definitions
1.1 In these Terms and Conditions:
“Confirmation of Order” means the written confirmation from the Company to the Customer accepting the order made the Customer (whether based on an order or quotation) and including any extra or different terms;
“Customer” means the person, company, firm or business who accepts a quotation of the Company for the sale of the Goods or Services or the person, company, firm or business whose order for the Goods or Services is accepted by the Company;
“Goods or Services” means the products or Services which the Company is to supply to the Customer in accordance with the Contract and these Terms and Conditions;
“Company” means Nanovet Limited, a company registered in England and
Wales, company no 07526686 whose registered office is at The Turbine, Coach Close, Shireoaks, Worksop, Nottinghamshire, S81 8AP.
“Contract” means the agreement for sale of the Goods or Services by the Company to the Customer consisting of the Confirmation of Order and the Terms and Conditions;
“Terms and Conditions” means Nanovet Limited Standard Terms and Conditions of Sale set out in this Document.
1.2 Provision headings are for ease of reference only and shall not affect the construction or interpretation of these Terms and Conditions.
1.3 Where the context permits, any reference to the Company shall include reference to all its duly authorised officers, servants, agents and representatives.

2. Basis of Sale
2.1 The Company shall sell and the Customer shall purchase the Goods or Services in the order accepted by the Company by the Confirmation of Order subject to these Terms and Conditions and any special provisions agreed in writing by the Company.
2.2 No terms and conditions endorsed on, or contained in the Customer’s order, invoice or any other document shall form part of the Contract simply as a result of it being referred to by the Customer.
2.3 These Terms and Conditions apply to all the Company’s sales and no variations to these Terms and Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Company.
2.4 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by the Company, any of its agents or its employees unless such statement, promise or representation has been confirmed in writing by an authorised representative of the Company in writing.
2.5 No cancellation or variation of any terms of any order shall be accepted without the written consent of the Company.

3. Orders and Specifications
3.1 Quotations may be given by the Company on the basis that
3.1.1 no Contract shall come into existence until the Company confirms an order of the Customer with a Confirmation of Order;
3.1.2 any quotation is valid for a period of 30 (thirty) days from its date;
3.1.3 the Company reserves the right to cancel or withdraw the quotation at any time.
3.2 The Goods or Services are sold as seen and any description in any literature,descriptive matter, quotation or Confirmation of Order is for identification purposes only.
3.3 The Company reserves the right to make any changes in the specification of the Goods or Services as it sees fit.
3.4 The Customer shall ensure that the terms of its order are complete and accurate.
3.5 No order placed by the Customer shall be deemed to be accepted by the Company and no Contract shall come into existence until the Company has issued a Confirmation of Order to the Customer.

4. Terms of Payments
4.1 Payment for the price shall be due to the Company within 30 (thirty) days from the date of invoice, notwithstanding the fact that delivery may not have taken place and that property in the Goods or Services has not passed to the Customer.
4.2 Time for payment shall be of the essence of the Contract. No payment shall be deemed to have been received until the Company has received full payment in cash or cleared funds.
4.3 The Customer shall make all payments due under the Contract without any deduction, whether by way of set off, counterclaim, discount, abatement or otherwise, unless the Company has agreed to such a discount in writing.
4.4 If the Customer fails to pay the Company any sum due, pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5 (five) per cent above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before of after any judgement.

5. Delivery
5.1 Unless otherwise agreed in writing by the Company, delivery of the Goods or Services shall take place at the Company’s warehouse or some other such location as it notifies to the Customer in writing.
5.2 At the request of the Customer, the Company may, at its own discretion, arrange for the Goods to be transported to the Customer’s address or any other such location as the Customer specifies at the Customer’s cost and risk.
5.3 Any dates specified for delivery of the Goods or Services by the Company are intended as estimates only, and if no date is specified delivery shall be within a reasonable time. Time for delivery is not of the essence and shall not be made of the essence by notice.
5.4 Subject to the other provisions of these Terms and Conditions, the Company shall not be liable for any direct, indirect or consequential loss (which include, but are not limited to, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or Services, even if caused by the Company’s negligence.
5.5 The Customer shall be liable for all costs incurred by the Company, including but not limited to moving, storing until delivery and redelivery of the Goods if for any reason the Customer fails to accept delivery of the Goods when they are ready for delivery.
5.6 If the Company is unable to deliver the Goods to the Customer when the Goods have been tendered for delivery, for any reason whatsoever, then the risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence) and the Goods shall be deemed to have been delivered.
5.7 Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by the seller in respect of any one delivery shall not entitle the buyer to repudiate the contract or any instalments remaining to be delivered there under.

6. Risk and Property
6.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods or Services or any other provision of these Terms and Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other sums which become due to the Company from the Customer on any account.
6.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to re-sell or use the Goods in the ordinary course of its business, but the proceeds of sale, including insurance proceeds, shall be held on trust for the Company and the Customer shall keep all such proceeds separate from any monies or property of the Customer and third parties and shall account for the same to the Company.
6.4 If the Customer fails to pay for the Goods within the time specified under provision 4.1, (and provided the Goods or Services have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods at the Customer’s cost. The right to repossess the Goods shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Company.
6.5 The Customer shall not be entitled to pledge or charge by way of security any of the Goods which remain the property of the Company, but if the Customer does so all monies owing to the Company shall (without prejudice to any other right or remedy of the Company) become due and payable immediately.
6.6 The Customer assigns to the Company all rights and claims which the Customer may have against any third party arising from re-sales of the Goods, until payment is made in full by the Customer.

7. Warranties and Liability
7.1 Subject as expressly provided in these Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.2 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or Services shall (whether or not delivery is refused by the Customer) be notified to the Company within two days from the date of delivery. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.3 Where any valid claim in respect of any of the Goods or Services which is based on any such defect or failure is notified to the Company in accordance with provision 7.2, the Company shall be entitled, at the Company’s sole discretion, to either replace the Goods free of charge, or, to refund to the Customer the price of the Goods or Services (or a proportionate part of the price) but the Company shall have no further liability to the Customer.
7.4 Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or re-sale by the Customer, except as expressly provided in these Terms and Conditions.
7.5 The Customer acknowledges that it is the agreed responsibility of the Customer to effect insurance on its own behalf in respect of any claim to which this provision 7 relates and undertakes and agrees that in respect of all actions, claims, proceedings, costs, losses and damages the Customer will use its best endeavours to arrange for its underwriters and/or insurers to renounce their rights of recourse (if any) against the Company.

8. Force Majeure
8.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or to reduce the volume of the Goods or Services ordered by the Customer, without any liability whatsoever to the Company, if it is prevented or delayed in the carrying out of its business due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, fire, flood, drought, tempest, acts of terrorism, strike, lockout or industrial action or labour disputes (whether or not relating to either parties’ workforce or a third party) or restraints or delays affecting carriers or inability to obtain supplies of the Goods.

9. Insolvency of the Customer
9.1 If:
9.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a nominee, supervisor or administrator appointed pursuant to the Insolvency Act 1986 or has a Receiver or Administrative Receiver, or an encumbrancer, take
possession of all or any part of its assets; or
9.1.2 the Customer ceases or threatens to cease to carry on business; or
9.1.3 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any deliveries under the Contract without any liability to the Company, and if the Goods have been delivered but not paid for the price shall become immediately due and payable and the Company may exercise its rights under provision 6.

10. Interference with Markings
10.1 The Customer shall not alter, remove, obscure, conceal or otherwise interfere with any marking, warnings, instructions of information placed on the Goods, the labelling or packaging by the Company or its suppliers.
10.2 The Company grants no rights to the Customer to use, reproduce or alter any Trade Marks produced on the Goods, the labelling or packaging of the Goods.

11. General
11.1 All communications between the parties about or in connection with the Contract shall be in writing (which, for the avoidance of doubt includes telex, cable, facsimile transmission, electronic mail and comparable means of communication) and delivered to the other’s registered office or such other changed address as is notified to the other from time to time, and shall deemed to have been received 2 (two) working days after posting if sent by pre-paid first class post and on the day of delivery or transmission if delivered by hand or transmitted by telex, cable, facsimile, electronic mail or comparable means of communication.
11.2 The Customer is not entitled to assign the Contract or any part of it without the prior written consent of the Company. The Company may assign the Contract, or any part of it, to any person, company, firm or business.
11.3 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be deemed as a waiver of any of its rights.
11.4 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.
11.5 The Contract shall be governed by English law and the parties agree to submit to the non-exclusive jurisdiction of the Courts of England and Wales.