1.1 “Company” means Nabishi UK Limited; “Customer” means jointly and severally the party in whose name Goods are ordered or (if different) invoiced; “Goods” means the supply of goods/materials; “Contract” means the contract between Company and Customer constituted by the Quotation and/or the Invoice  and/or delivery note; “Order” means any order from Customer to Company; “Quotation” and “Invoice” means any quotation/invoice” from Company to Customer.

2.Quotations, Orders and Specifications

2.1 A Contract only arises on receipt by Customer of an Invoice or a delivery note. Company will not be bound by any terms incorporated by Customer into its Order or by any telephone or other acceptance of the Order except as expressly agreed by Company on the basis of an Invoice or a delivery note.

2.2 Company’s current price list and any Quotation are based on costs of materials and labour when issued, excluding VAT. They are subject to review at any time until receipt by Customer of an Invoice.

2.3 Customer cannot cancel the Contract except with Company’s prior written consent whereupon Customer shall pay 50% of the contract price and any additional charges incurred and loss of bargain.

2.4 Goods may any time be the subject of alteration in design or specification and Company may without prior notice supply Goods conforming to such altered design or specification in fulfilment of an order for Goods of a previous design or specification.

3.Price and Delivery

3.1 The price of Goods shall be that set out in the Invoice and VAT payable by Customer shall be at that rate applicable at the time of the taxable supply of Goods.

3.2 Delivery of Goods shall be deemed to take place as soon as possible but no responsibility can be accepted for any delays.

3.3 If Customer refuses to take delivery of Goods in accordance with 3.2 Company may raise its Invoice for the full price together with an appropriate charge for storage pending actual delivery or Company may dispose of Goods and treat the Contract as repudiated by Customer. Any Customer’s deposits will be forfeited without prejudice to Company’s rights to recover damages from Customer.

3.4 Company will use reasonable endeavours to ensure that Goods are delivered on the intended delivery date specified in the Invoice but Company shall not be liable to any person for late delivery or for any consequential loss caused by late delivery.

3.5 If Company cannot for reasons beyond its control supply Goods it may cancel the Contract by written notice to Customer whereupon any deposit paid by Customer shall be refunded. Company shall not be liable to Customer for any resulting direct or indirect loss or damage incurred by Customer.

3.6 If Company delivers by instalments, a separate Invoice may be tendered for each instalment shall constitute a separate Contract and late delivery of or failure by Company to deliver any instalments shall not entitle Customer to treat the whole or any part of the Contract as repudiated.

3.7 Goods will be accompanied by a delivery note. Customer will inspect Goods to check that they  are complete and undamaged. Customer’s signature of a delivery note confirms that Goods listed on it have been received in good condition and are unconditionally accepted by Customer as complying with the Contract. Customer shall not make any claim for incomplete delivery or damage to Goods against Company after Customer signs the delivery note and Customer confirms that any of its servants or agents are duly authorised to sign the same. If Goods are incomplete or were damaged prior to delivery, any claim by Customer will only be valid if received in writing by Company within 5 days of actual delivery.

3.8 Subject to 3.7, Company will credit the price of any Goods damaged or incorrectly supplied provided they are returned within 7 days of delivery properly packaged and in the same condition as when delivered to Customer.

4.Payment

4.1 Unless otherwise agreed in writing between Customer and Company, Customer shall pay to Company the price of Goods within the timescale as agreed at the point of sale and detailed in the invoice.. The time of payment of the price shall be essence of the Contract.

4.2 If  Customer fails to make payment in accordance with 4.1 then, without prejudice to any other right or remedy to Company, Company shall be entitled to (I) cancel the Contract or suspend any further deliveries (under the Contract or any other Contract with Customer) to Customer; (ii) appropriate any payment by Customer to such of Goods (or Goods supplied under any other contract with Customer) as Company may think fit and (iii) charge Customer interest (both before and after any judgement) on the amount unpaid at the rate of 4% pa above Natwest Bank PLC’s base rate until payment in full is made. Customer shall have no rights of set-off  or counter-claim against Company and the price of Goods must be paid in full without  deduction or withholding for any reason whatsoever.

5.Risk and Title

5.1 Risk in Goods passes to Customer on delivery in accordance with 3.2.

5.2 Until Company is paid in full for Goods, full legal and beneficial title in Goods shall remain vested in Company and such title only pass to Customer upon payment in full to Company.

5.3 Until title passes under 5.2 (a) Company can recover and resell Goods and may enter upon Customer’s premises for that purpose and (b) Customer shall (i) hold Goods on trust for Company; (ii) hold any proceeds from the sale or hire of Goods on the trust for Company in a separate bank account and (iii) not assign to any other person any rights arising from  a sale or hire of Goods without Company’s prior written consent.

5.4 When risk passes under 5.1 Customer shall keep Goods insured for the invoice price against all insurable risks. If Goods are destroyed by uninsured risk before title passes, Customer shall receive the insurance proceeds as trustee for Company.

6.Installation

6.1 Where the Contract specifies that installation shall be carried out, Customer shall allow Company or it’s agents reasonable access to Customer’s premises for installation. If Customer’s premises need preparation before installation of Goods, Customer shall complete such preparations at its expense before delivery. Company has no liability to Customer in respect of late or partial delivery as a  result  of customer’s failure to prepare premises as aforesaid.

6.2 If the Company or its agents arrives at Customer’s premises to carry out installation and Company or its agents is for any reason prevented from carrying out the installation, Customer shall indemnify Company and its agents against any costs, losses and liabilities resulting from such delay.

7.General

7.1 The terms of the Contract shall not be altered unless confirmed in writing by duly authorised representative of Company. If any Contract term is held to be invalid or unenforceable in whole or in part by any competed authority, the validity of other terms and the remainder of the terms shall not be affected. The Contract shall be governed by English law.