Nisbets Export - Standard Terms and Conditions of Business

In this Agreement,
the “Customer” means any person or business who places an Order or Enquiry
“Enquiry”means a request by the Customer to obtain a quotation for Goods
the “Goods” means any items sold or supplied by Nisbets Export,
“Nisbets Export” means Nisbets Export, a trading division of Nisbets Plc, a company incorporated in England (no: 01693112) and a registered address at Fourth Way, Avonmouth, Bristol, BS11 8TB, United Kingdom
“Order” means any offer or order to purchase the Goods
the “Parties” refers to the Customer and Nisbets Export.

1. Validity

1.1 This Agreement is the only form of contract between the Parties and any Customer terms and conditions will not apply unless expressly agreed in writing. No other terms and conditions used by Nisbets Export shall apply to this Agreement unless expressly stated in writing.  By submitting an Order, the Customer agrees to apply the terms and conditions of this Agreement in priority over any other agreement between the Parties.

1.2 Any Order is subject to acceptance by Nisbets Export and may be rejected without justification. Receipt of payment for Goods from the Customer does not in itself constitute acceptance by Nisbets of the Order.

1.3 This Agreement does not create any relationship of agent or distributor between Nisbets Export and the Customer. The Customer must not hold out or represent itself to be an agent, affiliate or distributor of Nisbets Export.

2. Goods being Sold

2.1 Descriptions and specifications for the Goods are listed on the Nisbets Export catalogue or website. Nisbets Export reserves the right to amend, correct or withdraw descriptions and specifications for the Goods from time to time.

2.2 Goods ordered in specific colours, patterns or designs are subject to stock availability and Nisbets Export may substitute the Goods with items of alternative colour, pattern or design with the Customer’s approval.

3. Terms of Payment and Payment Methods

3.1 Prices for Goods listed on the Nisbets Export catalogue or website will be quoted by Nisbets Export after an Enquiry is made.

3.2 Unless otherwise stated, all prices quoted exclude Value Added Tax (“VAT”) or any other tax of a similar nature. Any such VAT shall be charged in accordance with the relevant regulations in force at the time the Order is placed.

3.3 Payment for the Goods and delivery must be made in advance, in full and in cleared funds by verifiable international bank electronic transfer. If payment is offered on credit terms then this will be confirmed by Nisbets Export to the Customer prior to an Order being accepted.

3.4 Customer trade credit accounts are provided solely at Nisbets Export’s discretion, subject to credit, fraud and security checks. Nisbets Export reserves the right to suspend, reduce or withdraw credit account facilities to the Customer with written notice at any time.

3.5 Some Orders may be subject to security for payment such as the provision of a suitable letter of credit or bank guarantee by the Customer.

4. Delivery, Clearance and Risk

4.1 Shipping methods and costs will be agreed with the Customer on an Order by Order basis. All shipping methods will be subject to the relevant Incoterms 2010 rules (e.g. DAP) as prescribed and published by the International Chamber of Commerce.

4.2 Transfer of risk will be subject to the relevant Incoterms 2010 terms referenced in Clause 4.1 of this Agreement. Nisbets Export reserves title to all Goods until full payment is received and cleared.

4.3 Unless expressly agreed in writing, the Customer will be responsible for all export and import obligations and costs including customs clearing and permits, insurance and any subsequent exportation and import charges in relation to the Goods and the Order. If Nisbets Export is required to pay any taxes, duties, levies, charges, insurance and contributions in connection with the Goods or the Order then Nisbets Export may recover from the Customer any such sums and all costs incurred in connection therewith.

4.4 Goods will be despatched as per the agreed method of shipping only after payment in cleared funds is received. Nisbets Export will use reasonable endeavours to deliver the Goods within the agreed time period however Nisbets Export will not be responsible or liable for any damage, penalty, charge or loss incurred by the Customer due to failed, late or delayed delivery.

4.5 Goods delivered are used, stored and installed at the Customer’s own risk and Nisbets Export will not be liable for any damage, loss or disruption.

5. Warranties and Returns

5.1 Goods are not returnable except where there has been an error made by Nisbets Export regarding the type or quantity of Goods ordered.  Nisbets Export will not be responsible for any errors caused because of the Customer’s incomplete or incorrect Order or delivery instructions.

5.2 Goods delivered outside the United Kingdom are sold without warranty or guarantee unless otherwise agreed. Certain Goods are supplied with a limited ‘parts only’ warranty which will be confirmed on an Order by Order basis.

5.3 No representation is made as to the suitability or fitness of purpose of the Goods for the Customer’s intended use. The Customer is responsible for carrying out any checks to ascertain the suitability of the Goods for any particular purpose.

6. Termination, Default and Cancellation

6.1 Nisbets Export reserves the right, by notice to the Customer, to cancel or suspend the shipment or fulfilment of any Order where payment has not been received in accordance with Clause 3 of this Agreement.

6.2 Nisbets Export reserves the right to terminate this Agreement in the event of the Customer being unable to pay its debts or becoming bankrupt or having a winding-up order made or an administrator, liquidator, receiver or similar is appointed over the whole or a substantial part of the assets and undertakings of the Customer.

6.3 Nisbets Export reserves the right to suspend performance or terminate this Agreement where delivery or supply of the Goods and/or performance of this Agreement is affected by reasons out of Nisbets Export’s reasonable control such as force majeure (including but not limited to theft, fire, breakdown of plant or machinery, destruction or loss of cargo, piracy, war, riot, kidnap, sabotage, terrorism, industrial strike action, act of God, adverse weather, earthquake, typhoon, tsunami or other natural disaster, plane crash and government intervention, sanction or legislation.

7. Limitation of Liability

7.1 To the fullest extent permissible by law, neither Party shall be liable to the other in contract or tort (including negligence) or any other law in respect of any loss, damage or claim howsoever arising including loss of profits, indirect or economic loss, loss of business and any other consequential loss or damage.

7.2 Nisbets Export’s total liability to the Customer for any loss or damage shall not exceed the total price of the relevant Order which caused the loss or damage, save that nothing shall limit Nisbets Export’s liability in law for personal injury or death.

8. Intellectual Property Rights and Confidentiality

8.1 Goods sold or supplied by Nisbets Export may be subject to copyright (whether owned by Nisbets or a third party) and the Customer covenants not to breach, infringe or prejudice any intellectual property associated with the Goods without approval. In particular, the Customer must not alter, distribute, duplicate or reproduce any logos, imagery or information pertaining to Nisbets Export or the Goods without Nisbets Export’s prior written approval.

8.2 The Customer agrees to treat all prices, descriptions and details of the Goods sold including the commercial terms of any Order as secret and confidential information which will not be disclosed to any agent, associate, distributor or third party without Nisbets Export’s prior written approval.

9. Jurisdiction

9.1 This Agreement is governed by English law and the Parties will be subject to the non-exclusive jurisdiction of the English courts. Any rights or obligations contained in this Agreement will be distinct and severable and if one or more of such rights or obligations are declared void or unenforceable then the remainder shall continue in full force and effect.

9.2 Without prejudice to Clause 9.1 of this Agreement, certain Orders may be subject to additional regulations and restrictions including but not limited to Health, Safety & Environmental legislation, the Export Control Act 2002 and European Economic Community regulations. Nisbets Export reserves the right to require the Customer to provide additional information, indemnities, guarantees or clearance/permit documents or to refuse the Order or part of the Order as is required.