Terms & Conditions

The customer’s attention is drawn in particular to the provisions of clause 8 (Limitation of Liability) of these Terms and Conditions

1. Terms and Conditions

1.1 The following terms and conditions (Conditions) govern both the supply of goods and/or services (except where applicable to one or the other is specified) sold or provided by Nobelus Europe Limited (company number 15243877), whose registered office is at Denmark House, Victoria Way, Studlands Park Industrial Estate, Newmarket CB8 7AU (Nobelus, We, Us or Our) to you (You or Your) and the business relationship between Nobelus and You. These Conditions shall apply to any account you open with Nobelus and to all orders placed by You (howsoever placed) and shall override any other terms and conditions which You impose or seek to impose. The “Contract” means any contract made between Nobelus and You that incorporates these Conditions.

1.2 No terms or conditions endorsed on, delivered 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. Delivery of any goods or services following a quotation or estimate for supply made by Nobelus will be made only upon these Conditions to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.3 We may amend or modify any information on Our website including these Conditions at any time. If You continue to order any goods and/or services from Us after such amendment or modification You may only do so on the terms that You acknowledge that it is Your responsibility to ascertain whether any such amendments or modifications have been made regardless of whether You have actually reviewed and expressly agreed to such amendment or modification. Any order by You will constitute Your acceptance of any amendment or modification.

1.4 All orders placed by You are subject to written acceptance by Nobelus confirming the availability of the goods and/or services you have ordered. We may choose not to accept Your order or purchase for any reason and will not be liable to You or to anyone else for non-acceptance. We will acknowledge receipt of Your order by e-mail or printable page on Our website without delay, however the Contract between Nobelus and You will only come into existence when You receive Our written acceptance of Your order or We act in any way consistent with fulfilling the order. Any variation to an order must be approved by an authorised Nobelus employee and be in writing.

1.5 You are responsible for all orders placed by Your employees and We are not bound by an individual order limit you may place on Your employees.

2. Price and Payment Terms

2.1 The price of any goods and/or services will be as quoted to you except in cases of obvious error. We are under no obligation to provide the goods and/or services to You at the incorrect (lower) price even after We have sent You written acceptance if the error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing. Nobelus reserves the right to alter prices without prior notice.

2.2 All prices are subject to value added tax (VAT) where applicable and at the prevailing rate and exclude delivery costs unless stated otherwise.

2.3 If you have a credit account with Us, terms of payment are 30 days from the end of the month in which the invoice was sent to you otherwise payment of our invoice is due on the date of the invoice. If you do not pay any amounts when due, Nobelus shall be entitled without notice to You (even if You have a contract with a third party) to:

a. Terminate any outstanding orders or quotations;
b. Withhold and/or suspend supplies; or
c. Reduce Your credit limit.

2.4 Without prejudice to any other rights and remedies under the Contract, if You fail to pay a payment due to Us by the due date, We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. You shall also indemnify Us for all costs and expenses (including legal costs) and liabilities incurred in recovering payment, including the cost of instructing solicitors.

2.5 We shall also be entitled, at Our discretion, to receive payment of any and all monies in respect of goods and/or services supplied whether these monies would ordinarily be due for payment or not.

2.6 In addition, no payment shall be deemed to have been received until We have received cleared funds. Time of payment is of the essence.

2.7 You shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless You have a valid court order requiring an amount equal to such deduction to be paid by Nobelus to You. We reserve the right to set off, deduct or discount any amounts due from Nobelus under any other arrangement with You against any monies due to Nobelus under this Contract.

3 Supply of Goods and/or Services

3.1 Any advertising We issue in any form is issued or published for the sole purpose of giving You an approximate idea of the goods or services and do not form part of the Contract; as such We accept no liability in respect of any errors or omissions in Our advertising or in the description of any of our goods or services or for any loss or damage you may incur from relying on Our advertising or such descriptions.

3.2 Nobelus may at times supply products with variations from the details published in any advertising due to circumstances beyond Our control. Any photos, diagrams, information or specification on our website or in any brochure should therefore be used as a guide only.

3.3 We aim to continuously improve our goods and services and We reserve the right to alter specifications, discontinue or substitute products without prior notice.

3.4 All goods are sold subject to availability.

3.5 It is Your responsibility to determine the suitability of any product offered by Nobelus for the intended purpose as We have no control over conditions of use or application. It is therefore always recommended that products are tested by You prior to use. No salesperson, agent or other representative of Nobelus is authorised to give any guarantee or recommendation contrary to the foregoing. We shall not be liable for any damages or consequential loss resulting from the use of any goods and/or services sold or supplied by Us.

4 Delivery

4.1 Unless otherwise agreed, delivery of goods shall take place as set out in Our written acceptance of your order. Delivery shall be completed on arrival. The signature of any employee or agent of the customer shall be proof of receipt of goods.

4.2 Any dates specified by Nobelus for delivery in your order are intended to be an estimate only, and the time of delivery is not of the essence. If no dates are specified, delivery shall be within a reasonable time. We shall not be liable for any delay in delivery of goods and/or services that is caused by an Force Majeure Event (as defined below) or Your failure to provide Us with adequate delivery instructions that are relevant to the supply of the goods and/or services.

4.3 When Nobelus makes delivery of the goods to You, We reserve the right to charge You for carriage, including without limitation, transport costs, insurance and unloading.

4.4 Nobelus reserves the right to deliver in instalments and failure to delivery one instalment will not entitle You to cancel the contract.

4.5 Claims for shortages or damaged goods must be made to Us in writing within 3 days of receipt of the goods. Claims for non-delivery must be made to Us within 5 days of the delivery date. The quantity of any consignment of goods recorded by Nobelus upon dispatch from Nobelus’ place of business shall be conclusive evidence of the quantity received by You unless You can provide conclusive evidence to the contrary.

4.6 You shall be liable for any costs in connection with any additional carriage, storage, charges, losses or damages if You refuse to take delivery of the goods ordered.

5 Risk and Title

5.1 The goods will be at Your risk from the time of delivery.

5.2 If You do not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered and risk shall pass to You (including for loss or damage caused by Nobelus’ negligence) and Nobelus may:

a. store the goods until delivery takes place, and charge You for all related costs and expenses (including without limitation, storage and insurance); or
b. sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge You for any shortfall below the Contract price.

5.3 Without prejudice to any other right or remedy available to us, if you are in breach of the payment terms Nobelus shall be entitled to:

a. cancel the Contract;
b. suspend any further deliveries; or
c. terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action but, for the avoidance of doubt We shall inform You in writing before taking any or all of the three courses of action detailed in this clause 4.

6 Retention of Title

6.1 Notwithstanding delivery and the passing of risk, ownership (or title) of the goods shall remain with Nobelus and will only pass to You when we have received payment of the full price of all goods and services in cleared funds in respect of all orders you have placed for goods or services, including delivery charges.

6.2 Until such time as the title to the goods passes to You, You shall mark the goods as Nobelus property and shall keep them properly protected, insured, clearly identified and stored separately from any other goods (whether or not supplied by Nobelus).

6.3 Nobelus retains the right, until such time as the title to the goods passes to You, to require You to deliver up the goods to Us and if You fail to do so, to enter the premises of the customer to repossess the goods. You shall:

a. not be entitled to use the goods
b. safely hold the goods for Us
c. return the goods immediately to Us if We request You to do so
d. be liable to Us for any loss, damage or destruction of the goods.

7 Return of Goods

7.1 Return of goods is strictly subject to Our agreement and will incur a 15% handling charge. Only resaleable goods, (which shall mean that such goods are undamaged, with all trademarks or other labelling intact, in good condition and in whole pack quantities in the original packaging), may be returned, and the cost of returning goods shall be borne by the customer. No goods shall be returned unless a unique return number has been issued, You have notified us within 10 days of delivery of Your intention to return the goods and the goods are returned to Nobelus within 60 days of delivery

7.2 Orders for bespoke or customised goods cannot be returned unless they are defective.

7.3 Bespoke or special items which are manufactured to order shall be subject to a manufacturing tolerance of +/- 10%. If We deliver up to and including 10% more than the quantity of goods ordered, You may not reject the goods and such goods are chargeable to the customer. If an order for a bespoke or special non-stock product is subsequently cancelled, you shall indemnify Us for any costs, expenses and liabilities incurred or suffered in the manufacture or freight of the items.

8 Warranties

8.1 Nobelus warrants that upon delivery the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

8.2 Subject to clause 7.3 if:

a. You notify Us of an alleged defect in writing within 3 days of the time when You discover or ought to have discovered the defect;
b. You comply with any reasonable request or instruction from Nobelus;
c. afford Nobelus a reasonable opportunity to inspect the relevant goods; and
d. allow Nobelus to collect the relevant goods,

Nobelus shall, at its option, replace the defective goods, or issue a credit note (up to the value of such defective goods) in respect of the defective goods.

8.3 Nobelus shall have no liability under the warranty in this Condition in any of the following events:

a. any defect arising from wilful damage, negligence, abnormal storage conditions;
b. failure to follow Nobelus’ or the manufacturer’s instructions whichever is appropriate (whether oral or in writing);
c. if the total price for the goods has not been paid by the due date for payment;
d. in respect of any type of defect or damage specifically excluded by Nobelus by notice in writing; or
e. if You make any further use of the goods after giving notice in accordance with this condition.

8.4 Except as provided above, Nobelus shall have no further liability to You in respect of the goods’ failure to comply with the warranty set out in clause 7.1

8.5 The terms implied by section 13-15 of the Sale of Goods Act 1979, are, to the fullest extent permitted by law, excluded from the Contract.

8.6 These Conditions shall apply to any repaired or replacement goods supplied by Nobelus.

9 Supply of Services

9.1 Nobelus shall provide the services to You in accordance with any specification provided in all material respects and shall use all reasonable endeavours to meet any performance dates for the services specified in any order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the services.
9.2 Nobelus warrants to You that the services will be provided using reasonable care and skill.

10 Limitation of Liability

10.1 Nothing in these Conditions excludes or limits the liability of Nobelus for death or personal injury caused by Nobelus’ negligence, or for fraudulent misrepresentation, or for fraud or under section 2(3) of the Consumer Protection Act 1987 or for any other matter for which it would be unlawful for Nobelus to exclude or limit its liability.

10.2 Subject to the above, Nobelus shall not be liable to You whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by Nobelus, its employees, agents or sub-contractors).

10.3 Nobelus’ total liability to You in respect of all costs, losses and liabilities in connection with the Contract shall not in aggregate exceed an amount equal to the price paid by You for the goods and/or services under the Contract.

11 Events Outside Our Control

11.1 Nobelus reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of goods ordered by You (without liability to You) if Nobelus is prevented from or delayed in carrying on its business due to circumstances outside Our reasonable control (“Force Majeure Event”).

11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Our reasonable control and includes in particular (without limitation) accidents, extreme weather conditions, disease or epi/pandemic, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, mechanical failures, acts of God, terrorist attack or threat of terrorist attack, war or threat of war or preparation for war, civil commotion, riots, strikes, lockouts and other industrial disputes, the acts, decrees, legislation, regulation or restrictions of any government, and imposition or restrictions of imports and exports.

11.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use Our commercially reasonable efforts to bring the Force Majeure Event to a close or find a solution by which Our obligations under the Contract may be performed despite the Force Majeure Event. If the event in question continues for a continuous period in excess of 180 days, You shall be entitled to give notice in writing to Nobelus to terminate the Contract.

12 Termination

12.1 Nobelus reserves the right to terminate this agreement with You at its sole discretion. We may use our reasonable endeavours to make alternative product available to You or fully refund any payments which may have been made by You.

13 General

13.1 All notices given by You to Us must be given to Nobelus at our registered office address at the beginning of these Conditions or by email to accounts.eu@nobelus.com. We may give notice to You at either the e-mail (specified e-mail address of the addressee) or postal address You provide to Us when placing an order. Notice will be deemed received 24 hours after an e-mail is sent or three days after the date of posting of any letter (such letter must be properly addressed, stamped and placed in the post).

13.2 You agree that electronic means of communication shall comply with any legal requirement that such communication be in writing.

13.3 Every right or remedy of Nobelus under the Contract is without prejudice to any other right or remedy of Nobelus whether under the Contract or not.

13.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.5 Failure or delay by Nobelus in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

13.6 Any waiver by Nobelus of any breach of, or any default under, any provision of the Contract by You will not be deemed a waiver of any subsequent breach of waiver and will in no way affect the other terms of the Contract.

13.7 The parties do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

13.9 The contract between You and Nobelus is binding on You and Nobelus and our respective successors and assignors. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of Your rights or obligations arising under it without Our prior written consent. Nobelus may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of Our rights or obligations arising under it, at any time during the term of the Contract.

13.10 You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. You agree that You shall have no claim for innocent or negligent misrepresentations based on any statement in these Conditions or Nobelus’ printed and/or online publications.

13.11 These Conditions and any document expressly referred to in them represent the entire agreement between the parties in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. The parties acknowledge that, in entering into a Contract, neither party has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between Us prior to such Contract except as expressly stated in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract..

13.12 Nothing from Nobelus’ publications or website may be reproduced or transmitted by any means whatever without the prior written consent of Nobelus.