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General

All sales and other contracts made by NovaDura Limited are made on the following terms and conditions. No agent, salesman or representative of NovaDura has authority to vary these terms and conditions nor to make any representation to the effect of these terms and conditions or as to the subject matter of the contract generally and no such variation or representation shall be binding upon NovaDura Limited unless accepted in writing by a Director of NovaDura Limited

Prices

Prices quoted for goods ex-works packed unless agreed in writing and are exclusive of Value Added Tax.

NovaDura Limited reserves the right to charge prices current at the date of delivery. However the quotation shall not be adjusted to meet the increase costs which would not have accrued but for NovaDura’ failure to proceed with the works with reasonable dispatch.

Payment

All invoices are due for payment 30 days End of Month unless agreed in writing between the customer and a director of NovaDura Limited.

Delivery Date

NovaDura uses its best endeavours to complete its contracts within the time quoted but do not accept liability for any delay in delivery of goods or completion takes place in a reasonable time.

Force Majeure

NovaDura Limited shall not be liable for any loss or damage arising out of any delay or failure to performance of this contract caused by circumstances beyond its control including, but not limited to, earthquake, flood, hurricane, Acts of God or of public enemies, war, national emergency, invasion, insurrections, riots, strikes, picketing, boycott, interruption of any services provided or official (whether legal or illegal) or breach of contract by a third party provided that if it is prevented from complying with its obligations under this contract by any such causes it shall forthwith notify the other and shall do all things possible to comply with its obligations under this contract.

Transport & Storage

The means of delivery of goods shall be at the discretion of NovaDura Limited except where specifically requested by the customer and agreed by NovaDura in writing. NovaDura shall be entitled to make a reasonable charge for all deliveries made or arranged by NovaDura and for the cost of insurance of goods during delivery.

Acceptance of Variations

Whilst NovaDura make every effort to ensure that goods supplied correspond in quantity to the order, NovaDura reserves the right to deviate by +1-10% in respect of quantities ordered and delivered.

While NovaDura makes every effort to ensure that goods (whether to NovaDura’ design or to the customers design) correspond in every respect with the sample, specification or description provided, as the case may be, NovaDura is not responsible for minor variations in specification, in colour, or other design features and no such minor variations shall entitle the customer to rescind the contract or shall be the subject of any claim against NovaDura by the customer.

Artwork & Blocks

The customer shall be charged for the acquisition or production by NovaDura of all artwork and block needed to produce goods to the customers design. Such artwork and blocks however remain the property of the customer on loan to NovaDura who undertake to use such artwork and blocks only for production of goods for the customer in question. All artwork and blocks provided for NovaDura’s use by the customer shall remain at the customers risk while in possession of NovaDura.

Customer’s Design

The customers warrants that the manufacturer or supply of goods of its order design by NovaDura shall not involve NovaDura in infringement of any patent, registered design, trade mark or copyright and the customer will indemnify NovaDura against all claims and expenses arising from or incurred by NovaDura by any reason of any such infringement or alleged infringement.

Returns

NovaDura retains the right to charge a re-stocking fee equivalent to 15% of the net value, in the event that goods are returned, refunds will only be given as a credit note, and all goods should be returned in their original condition/packaging. We reserve the right to refuse returns if the goods are not of re-saleable value.

Property

The ownership of goods shall remain with NovaDura until such times as all sums owing to NovaDura under this or any other contract have been paid; nevertheless payment therefore shall be made in accordance with the terms of the contract whether or not the ownership of the goods has passed by virtue of this clause and the seller shall accordingly be entitled to sue for the price once the same is due, even if the ownership of the goods has not been passed.

The customer shall be entitled to sell the goods and pass the property in the same third parties in the normal course of its business until otherwise notified by NovaDura, or until the happenings of any events set out in (e) below but the proceeds of re-sale and/or claim to such proceeds will be NovaDura’ until all sums owing to NovaDura under this contract have been paid.

NovaDura shall be entitled at any time while any monies under any contract are outstanding to notify the customer of its intention to retake possession of its goods.

On receipt of notice from NovaDura or on the happening of any of the events set out (e) below the customer’s authority to sell NovaDura’ goods shall be withdrawn and all proceeds of sale received by the customer after the date of the withdrawal or authority shall be paid by the customer into a bank account separate from all other monies of the customer and held in such account for NovaDura. Further, NovaDura shall have the right to enter upon the land or building of the customer to take possession of its goods.

The events herein under referred to are:

  • Any notice to the customer that a Receiver or manager is to be or has been appointed.
  • Any notice to the customer that a petition to wind up the customer is to be or had been presented or any notice of a resolution to wind up the customer (save for liabilities for the customer are assumed by another company).
    • A decision by the customer to make an arrangement with its creditors.
    • Any act of bankruptcy by the customer as defines in section 1 of the Bankruptcy Act 1914.
    • The goods shall be at the customer’s risk when they are appropriated to the contracts of sale.

Goods in this clause means goods sold by NovaDura to the customer and any goods or products incorporating such goods whether by admixture or otherwise.

Liability

Because the conditions of use are not within the control of NovaDura, NovaDura cannot give any guarantees as to the suitability of goods for attachment to any material. All recommendations and advice made by NovaDura are for general guidance only and customers are advised to establish for themselves the suitability of a particular product in their particular circumstances. Samples will be provided free of charge for this purpose.

In the event of any defect appearing in goods within one month of their supply NovaDura undertakes at its options either to replace them without charge or refund the customer the price, providing always that:

  • NovaDura is notified of the defect without delay.
  • The defective goods are returned to NovaDura.
  • NovaDura is satisfied that the part or parts returned show defective material or workmanship and that the defect is not due to improper or careless use.

In the case of goods not of NovaDura or an associated company manufacturer, the customer will be entitled only to such benefits as NovaDura may receive and be able to recover from the manufacturer under any guarantee given to NovaDura in respect thereof.

The rights and remedies given expressively by the contract are in lieu of any other warranties and/or conditions express or implied whether statutory or otherwise.

Limitation of Liability

Save as expressly provided in Conditions 6 and 11 hereof, in no circumstances shall NovaDura be liable to the customer either in contract or in tort for any loss either of a director or consequential nature suffered by the customer on account of any act or omission on the part of NovaDura.

English Law

All agreements between NovaDura and its customers shall be governed in all respects by English Law.