Terms & Conditions
These conditions apply to all contracts between Noisestop Systems LLP (‘the sellers’) and any person, firm or company (‘the Buyers’) for the supply of goods by the Sellers. These conditions form the sole basis of any contract and printed or other standard terms of the Buyer shall not apply. Each sale contract between the Seller and the Buyer as the supplying company is referred to below as the ‘Contract’.
Variations of terms
No variation of these conditions shall be valid unless recorded in writing and signed by the Seller.
Each order placed by the Buyer shall, on acceptance by the Seller, be treated as a separate contract. If there shall at any time be more than one contract in course of performance between the Seller and the Buyer, any question, dispute or difficulty which may arise in respect of one such contract, or the terms on which it may be settled shall not affect in any way the performance of the other contracts, nor shall the Buyer be entitled to exercise in relation to any such or other contracts any right of sell-off or counter claim arising under one contract.
Orders may not be cancelled in whole or in part without the prior written agreement of the Seller. Only faulty goods will be refunded, See 12A
Terms of payment
Unless otherwise agreed in writing between the parties, the Contract price is strictly net cash for payment, on the date of the invoice, but certainly prior to delivery or installation. The buyer shall not be entitled to withhold payment of any amount due to the Seller by reason of any payment credit, set off, counterclaim, allegation of incorrect or defective goods for any reason whatsoever which the Buyer may allege.
In case of failure to pay when stipulated, then without prejudice to any right or remedy available to the Seller, all sums outstanding shall become payable immediately.
If any payment is in arrears the Seller shall be entitled (without prejudice to any other rights it may have) to suspend further deliveries until payment is received, whether or not such deliveries are due under the same contract or other contracts.
The Seller reserves the right to charge interest on any overdue payments at the rate of twelve and a half (12.5%) per annum calculated at base rate plus eight percent (8%) both before as well as after judgement, such interest being calculated from the due date of payment until the date on which payment is received by the Seller.
If any payments are overdue or the Buyer commits any act of bankruptcy or, if a limited company, satisfies any statutory ground for winding up by the court or voluntarily (other than for the purpose of amalgamation or reconstruction) then, without prejudice to any other remedies available to the Seller under this clause 5, the Seller may terminate any subsisting contracts with the Buyer, and by its servants or agents enter the Buyer’s premises to recover all goods in respect of which property has not been passed.
Credit account holders will be extended a strictly 30 days credit period. Payment will become due and payable 30 days from the date of delivery.
Estimates for goods to be supplied by the Seller to the Buyer are given in good faith and shall be based on the prevailing costs at the date of the estimate. Unless otherwise agreed, such estimates are subject to amendment after acceptance to meet any fall or rise in such costs: errors or omissions in such estimates shall be charged to the Buyer.
Title and Risk
The goods shall be at the Buyer’s risk as from delivery.
In spite of delivery having been made, property in the goods shall not pass from the Seller until:
the Buyer shall have paid the price plus VAT in full; and
no other sums whatever shall be due from the Buyer to the Seller.
Until property in the goods passes to the Buyer in accordance with clause 7.2 the Buyer shall hold the goods and each of them on judiciary basis on bailee for the Seller. The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Sellers property.
Notwithstanding that the goods (or any of them) remain the property of the Seller, the Buyer may sell or use the goods in the ordinary course of the Buyers business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the goods passes from the Seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.
The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the goods has not passed from the Seller.
Until such time as property in the goods passes from the Seller the Buyer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the goods are situated and repossess the goods. On the making of such request the rights of the Buyer under clause 7.4 shall cease.
The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the Seller without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
The Buyer shall insure and keep insured the goods to the full price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
Where packages are stated in the Contract to be returnable by the Buyer, these remain the property of the Seller at all times. Loss or damage to such packages occurring on the Buyer’s site subsequent to return will be for the Buyers account.
Indemnity against infringement of patents etc
The Buyer shall indemnify the Seller against any costs, claims or expenses arising out of any action for infringement or alleged infringement of any patent, Trade mark, registered design, copyright or any other claim resulting from compliance with the Buyer’s instructions expressed or implied. This indemnity shall extend to any amounts paid by the Seller for legal advice and in settlement of any claim (whether or not the same was compromised).
Prices quoted are ex-works process and exclusive of all applicable value added tax unless otherwise agreed.
Delivery dates quoted by the Seller are given in good faith but the Seller shall not be liable for failure to deliver on the specified date and time for delivery shall not be of the essence. The Buyer shall not be entitled to cancel the contract if the Seller fails to make delivery on any given date.
Any delivery time specified shall be extended by any period or periods during which the manufacture or delivery of the goods or other work by the Seller in connection with the contract is delayed due to an event beyond the control of the Seller. Such events shall include but shall not be limited to any form of government intervention, lock out, sit in, national or local trade dispute, act of God, flood, breakdown of plant or machinery, industrial action whether official or unofficial and riots.
Notification of Claims
The Seller shall be entitled to reject any claim for defective goods unless such a claim is notified in writing to the Seller within 7 days of delivery, or if the alleged defect is not immediately apparent, within such longer periods as the Seller may reasonably allow in the circumstances and the Buyer shall during that period return it at their own cost the defective goods to the Seller.
The Seller shall be entitled to reject any claim for non-delivery of the goods in whole or part unless notice in writing is given by the Buyer within three days of receipt of the goods. The Buyer shall not be liable for any loss to the Seller arising from any delay in transit. If the Seller, in its sole discretion, decides that the goods are defective then it makes its options either:
- rectify the defect and return the goods; or
- supply alternative goods to the Buyer; or
- refund to the Buyer any monies received by it in respect of the defective goods.
In the absence of any written claim being notified to the Seller within the time limits set out in this clause 11 then the Seller shall not be liable in respect of any such claim made by the Buyer.
Shortages and Overages
The Seller uses “best endeavours” to ensure the quantities etc as part of the contract are correct but reserves the right to have any errors or omissions excepted. Any excess or shortage will be charged or deducted pro rata.
- Technical advice with regards to practical application is given to the best of the Seller’s knowledge based on its research work and experience. All particulars and information in respect of the suitability and application of its products are given without obligation to determine suitability and fitness for purpose. The Buyer is responsible for undertaking his own investigations and tests. The Buyer is responsible for the observance of legal and official regulations covering the use of the products.
Warranty and limitation of liability
The seller warrants that the goods are produced within the accepted tolerance levels in accordance with the standard specifications stated in the Seller’s official literature on the goods current at the relevant time. Unless otherwise specified the Seller does not warrant the fitness of the goods for any particular purpose, even though that purpose is known, and no such warranty is implied from the name or description under which the goods are sold, nor for any advice or recommendation given by the seller, its servants or agents. Save as aforesaid, all other conditions, guarantees, or warranties whether express or implied by statute, common law or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the goods or their life of wear under any conditions whether known or made known to the Seller or not are, to the fullest extent permitted by law, hereby excluded. The Sellers liability for any and all direct loss or damage resulting to the Buyer from defects in the goods or any other cause shall be limited to the purchase price of the quality of the goods in respect of or in relation to which such loss or damage is claimed. Subject as aforesaid the Seller shall be under no liability to contract or in tort for any loss or damage or personal injury arising directly or indirectly out of the supply or use of the goods or containers other than death or personal injury resulting from negligence of the Seller within the meaning of Section 1 of the Unfair Contract Terms 1977.
The Buyer undertakes to ensure compliance by his servants or agents with any safety precautions or instructions for safe handling given by the Seller.
Any contract between the Seller and the Buyer shall in all respects operate and be construed as an English Contract and be governed by English law.
Any notice required or permitted to be by the parties to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified to the party giving the notice;
No waiver by the Seller of any breach of the contract by the Buyer shall be construed as a waiver of any subsequent breach of the same or any other provisions;
If any provision of these conditions is held by a competent authority to be invalid or unenforceable in whole or in part of the validity of the other provisions of these conditions shall not be affected thereby;
Dispute arising under and in connection with these conditions shall be referred to any arbitrator appointed by agreement or (in default) nominated on the application of either party to the President for the time being of the Law Society.
Returns & Refunds
We can only accept returned items in a good and resalable order, we reserve the right to refuse returned items if they are not of resalable order. We can arrange the return of items, the cost of this will be deducted from the refund as well as a 15% restocking and handling charge. The customer can arrange the return of goods which will only incur the 15% restocking and handling charge. All returns should be confirmed with Noisestop Systems LLP before any items are returned to us.
These terms and conditions are valid until further notice.