All orders are accepted by NSX Breakers/ Project Marketing Services International Limited are subject to the Terms and Conditions of Sale set out below:
(Version September 2015)
All orders for products and services on http://www.nsxbreakers.com/ website are accepted by NSX Breakers/ Project Marketing Services International Limited ('NB/PMSIL') subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by NB/PMSIL unless agreed in writing by an authorised signatory of NB/PMSIL or expressly stated otherwise in these terms and conditions of sale.
All descriptions of the products and services contained on the NB/PMSI website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between NB/PMSI and the Customer. NB/PMSIL shall not be liable to the Customer for any errors or omissions in its catalogue. The advertising of products and services on the NB/PMSIL website is not an offer capable of acceptance, it merely constitutes an invitation by NB/PMSIL for the Customer to make an offer to purchase products and services.
The prices of the products and services are as set out on the NB/PMSIL website at the date of despatch of the ordered products or the date of provision of the ordered services. Customer is informed that prices and products on the website are subject to change. Products which are not stocked by NB/PMSIL will be sold at the prices set out in the relevant quotation supplied by NB/PMSI. All prices exclude local import duties and taxes. NB/PMSIL reserves the right to change prices without prior notice at any time.
NB/PMSIL reserves the right to decline to trade with any company or person. In addition, NB/PMSIL may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or facsimile within a reasonable period of receipt by NB/PMSIL of the order.
NB/PMSIL executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when NB/PMSIL next has available stock or be cancelled.
The Customer must submit orders using the NB/PMSI stock numbers and the priced units used in the NB/PMSIL catalogue (most up-to-date prices are shown on the on-line catalogue at http://http://www.nsxbreakers.com/and must specify which delivery option is required. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked 'CONFIRMATION ONLY' to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 12 will apply.
NB/PMSIL will aim to deliver products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out on the NB/PMSIL website current at the date of order or will be notified to the Customer at the time of order. Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's address, unless otherwise agreed in writing.
Times and dates for delivery quoted on the NB/PMSI website or by NB/PMSIL's employees are approximate only and NB/PMSIL shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
If any delivery is late, the Customer must notify NB/PMSIL, and NB/PMSIL will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. NB/PMSIL may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable NB/PMSIL may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.
NB/PMSIL will aim to deliver Extended Range products in accordance with the lead times published for them on the NB/PMSIL website. All such lead times are approximate only, and no other delivery options are available for Extended Range products. NB/PMSIL may, following Customer's order, notify the Customer if NB/PMSIL will be unable to fulfil any order for Extended Range products within that published lead time, and will provide alternative options.
The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 10 days of the date of delivery or, in the case of clause iv, the due date for delivery, give notice to NB/PMSIL in detail of:
If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. NB/PMSI's record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. NB/PMSIL shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
The handling charge for returns which are made in accordance with the returns policy set out in NB/PMSIL's current terms and conditions of sale is 20% of the invoice value. The handling charge for returns which are not made in accordance with NB/PMSIL's returns policy will be the actual cost of reprocessing (subject to a minimum 20% of the invoice value).
NB/PMSIL payment terms are cash with order.
Risk of loss of or damage to the products shall pass to the Customer on delivery.
Ownership of all products supplied shall not pass to the Customer until full payment of the purchase price of the goods and of all other amounts owing to NB/PMSIL has been made (incash or cleared funds). If the Customer is late in paying any sum to NB/PMSIL, then NB/PMSIL shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises NB/PMSIL and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by NB/PMSIL shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or NB/PMSIL's right to sue for the whole of the price.
NB/PMSIL reserves the right, without prior notice, to discontinue any product or to make design
changes as part of its continuous programme of product improvement, or to assist product
availability, and such changes may take place during the life of any NB/PMSIL catalogue.
Unless otherwise confirmed, nothing in any NB/PMSIL catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
For products purchased from NB/PMSIL: warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to NB/PMSIL within 12 months of the original date of despatch, or such other longer period as may be indicated by Nb/PMSIL for specific products from time to time in writing.
For services purchased from NB/PMSIL (as referred to in clause 13): NB/PMSIL warrants that if any service is defective, it will, at its option, either re-provide the service or supply to the Customer free of charge a substitute product in place of the defectively serviced product. This warranty is subject to a claim being made in writing to NB/PMSIL within 12 months of the date of delivery of service, or such other periods as may be indicated by NB/PMSIL for specific services from time to time in writing.
These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of NB/PMSIL. The Customer must return or dispose of the products, in accordance with NB/PMSIL's instructions and suitably packaged. All orders are accepted by NB/PMSIL subject to the Terms and Conditions of Sale set out below:
The Customer must contact NB/PMSIL to notify NB/PMSILof the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, NB/PMSIL may refuse such products and return them to the Customer at the cost of the Customer.
Any products which are replaced by NB/PMSIL shall become the property of NB/PMSIL. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
The remedies set out above shall be NB/PMSIL's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.
The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). NB/PMSIL will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on NB/PMSIL by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
Products sold by NB/PMSIL are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
NB/PMSIL shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.
NB/PMSIL shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between NB/PMSIL and the Customer, or of any order accepted by NB/PMSIL; (ii) any duty of any kind imposed on NB/PMSIL by law arising out of or in relation to the contract between NB/PMSIL and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9, 10 and 11 any liability attaches to NB/PMSIL, NB/PMSIL's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between NB/PMSIL and the Customer, or of any order accepted by NB/PMSIL; (ii) any duty of any kind imposed on NB/PMSIL by law arising out of or in relation to the contract between NB/PMSIL and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.
Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of NB/PMSIL for death or personal injury caused by the negligence of NB/PMSIL or its employees, agents or sub-contractors, or for fraud.
The Customer may not cancel orders once accepted by NB/PMSIL. NB/PMSIL may, at its discretion and in writing, allow an order to be cancelled subject to NB/PMSIL recovering from the Customer the costs incurred by NB/PMSIL. In the event of cancellation of part of any order only, NB/PMSIL may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
The Customer may only return products to NB/PMSIL, and receive a credit or refund and on the following conditions:
Where the Customer returns products to NB/PMSIL not in accordance with (1) - (3) above (for example, after 30-days from the date of despatch or in an unfit state) NB/PMSIL will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out on the NB/PMSIL website).
This returns policy excludes software, calibrated products, production packaging products, non-catalogue product and specially manufactured products.
NB/PMSIL accepts no responsibility for any loss of or damage to products in transit from Customer to NB/PMSIL or for any items received by NB/PMSIL with them.
A force majeure event is any event beyond the reasonable control of NB/PMSIL (including strikes, traffic congestion, the downtime of any external line, or NB/PMSIL's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If NB/PMSIL is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then NB/PMSIL shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, NB/PMSIL may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
Supplier shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with this agreement shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
not (directly or indirectly) induce any employee, agent or subcontractor of NB/PMSIL to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
not do or omit to do any act that will cause or lead NB/PMSIL to be in breach of any of the Relevant Requirements
promptly report to NB/PMSIL any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this agreement
have and maintain in place throughout the term of this agreement its own policies and procedures, including, but not limited to, adequate procedures to ensure compliance with the Relevant Requirements and shall promptly supply copies of or provide access to such policies on request from NB/PMSIL.
NB/PMSIL employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with NB/PMSIL or seeks to do so;
NB/PMSIL employees are not permitted to solicit gifts or other favours from any company or individual that does business with NB/PMSIL, or seeks to do so
Entertainment is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that NB/PMSIL's employees, agents or contractors, can reciprocate.
Financial restrictions on gifts and entertainment are contained in NB/PMSIL's Anti-Bribery Policy and further details are available on request.
Any breach of this clause 16 shall be a material breach of this agreement which is incapable of remedy.
NSX Breakers is part of an international group of companies owned by Project Marketing Services International Limited. Any member of this group may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. In addition NB/PMSIL may disclose the Customer's and its employees' details to organisations working on behalf of NB/PMSIL anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and NB/PMSIL' obligations under these terms and conditions of sale.
NB/PMSIL may send to the Customer and its employees details of other products and services offered by its group that may interest the Customer. If the Customer or its employees do not want to receive details of these offers then they should contact NB/PMSIL to opt out.
The Customer consents that NB/PMSIL may use the name of the Customer by disclosing it to certain NB/PMSIL suppliers for market research and commission purposes.
The contract between NB/PMSIL and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but NB/PMSIL may enforce the contract in any court of competent jurisdiction.