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NOVA GREENTECH LIMITED

Company Registration Number: 151054426

 

STANDARD CONTRACTUAL TERMS OF SALE, SERVICE,  SUPPLY & INSTALLATION

  1. Interpretation

1.1   In these Terms:

“Buyer” means the person who accepts a quotation or proposal from the Company directly (or from a Nominated Supplier, where appropriate) for the sale of the Company’s Goods, Services or Products, or whose order for those Goods, Services and/or Products is accepted by the Company, which Buyer, by express or implied acceptance, or online registration, has accepted these Terms with the Company, subject to the content and terms of any Special Conditions contained in any Purchase Order, Sale Order or Appendix attached hereto which is signed and dated by the Company and the Buyer;

“Company” means Nova Greentech Limited a company registered in England and Wales with company registration number 15105426 and whose registered office is at;

Lindean, Causey Way, Stanley

Durham

DH9 8RN

“Contract” means any arrangement for the supply, service, installation, storage and/or acquisition of the Goods, Services and/or Products, together with all related orders or requests made time to times by the Buyer to the Company, subject at all time to these Terms and Conditions;

“Goods” means any and all goods (including any instalment of the goods or any parts for them) which the Company is to directly supply (or facilitate the supply of through a Nominated Supplier or otherwise), and which supply is subject to these Terms and Conditions, at the price levels and payment timings contained in the Terms;

“Intellectual Property” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

“Nominated Supplier” shall mean a supplier with whom the Company and/or the Buyer elects to contract directly or indirectly, to facilitate the purchase of Goods, Products or Services from time to time;

“Parties” means the Company and the Buyer;

“Products” means any and all products purchased by the Buyer directly or indirectly from the Company;

 “Services” means any and all supply, installation,  repair, maintenance or storage services which the Company is to directly supply in accordance with these Terms to the Buyer from time to time and which supply is subject to these Terms with the Company at the price and payment timings contained in the Terms;

 “Terms” means the Standard Contractual Terms and Conditions of Sale and Supply set out in this document (together with any Purchase/Sale Order and/or  Appendix), and in the event that there is a conflict between the terms of these standard Contractual Terms and Conditions of Sale and Supply, and such Special Conditions as are contained in any Purchase/Sale Order or Appendix attached and agreed/executed by the Company and the Buyer, the terms of the Purchase/Sale Order and/or Appendix shall prevail;

 “Writing”, and any similar expression, includes facsimile transmission and electronic mail;

  1. Basis of the sale

2.1   The Company shall sell and the Buyer shall purchase from the Company the Goods and/or Products and/or Services subject to these Terms, which shall govern the Contract to the exclusion of any other terms. At the expiry of any fixed or initial term benefits, costs for the Goods and/or Products and/or Services shall be renegotiated between the Company and the Buyer, or otherwise be subject to the then prevailing costs applied by the Company (or a Nominated Supplier, as appropriate) to those Goods and/or Products and/or Services;

2.2   No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Company.

2.3 The Company’s employees and agents are not authorised to make any representations or give any advice or     

recommendation concerning the Goods, Services or Products unless confirmed by authorised representatives of the Company in Writing. By entering into the Terms, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for death or personal injury.

2.4   Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company or any Nominated Supplier shall be subject to correction without any liability on the part of the Company.

  1. Orders and specifications

3.1 No order submitted by the Buyer from time to time shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative.

3.2   The Buyer shall be responsible for ensuring the accuracy of the terms of any future order (including any

applicable specification) submitted by or to the Buyer, and for giving the Company (or Nominated Suppliers, as the case may be) any necessary information and support relating to the Goods, Services or Products within a sufficient time to enable the Company (or Nominated Suppliers, as the case may be) to perform contractual duties in accordance with their terms.

3.3   The quantity, quality and description of the Goods, Services and/or Products which the Buyer sources from the Company directly and any specification for them shall be as

set out in the Company’s written or online quotation or proposal or the Buyer’s order (if accepted by the Company).

3.4   If the Contract is to be performed by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses whatsoever awarded against or incurred by the Company or its officers, employees, affiliates, group companies or representatives in connection with, or paid or agreed to be paid by the Company in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or Intellectual Property rights of any other person which results from the Company’s use of the Buyer’s specification.

3.5   The Company reserves the right to make any changes in the specification of the Goods, Services and/or Products which are required to conform with any applicable statutory requirements or, where the Goods, Services and/or Products are to be supplied to the Company’s specification, which do not materially affect their quality or performance.

3.6   No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in

Writing of the Company and on terms that the Buyer shall indemnify the Company and its officers, agents and its officers, employees, affiliates, group companies and representatives, in full against all loss (including loss of

profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

3.7 Any description given or applied to the Goods, Services and/or Products is given by way of identification only. For the avoidance of doubt, the Buyer affirms that it does not in any way rely on any description provided by the Company, whether online or otherwise, when entering into the contract. Where a sample of the Goods, Services and/or Products is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing or sourcing process.

  1. Price of the goods

4.1   The price of the Goods, Services and/or Products shall be the quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company published price list current at the date of acceptance of the order. All prices quoted are exclusive of any applicable VAT and valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.

4.2   The Company reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods, Services and/or Products to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company such as, without limitation, any foreign exchange fluctuation, third party error or omission, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture or supply, any change in delivery dates, quantities or specifications for the Goods, Services and/or Products which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information, support or instructions.

4.3   Except as otherwise stated in the Company’s quotation or in any price list of the Company or a Nominated Supplier, and unless otherwise agreed in

writing between the Buyer and the Company, all prices are given on an ex works basis, and where the Company

agrees to deliver the Goods, Services and/or Products otherwise than at the Buyer’s premises, the Buyer shall be liable to pay the Company’s charges for transport, packaging, administration, storage and insurance.

  1. Terms of payment

5.1   Subject to any special terms agreed in Writing between the Buyer and the Company from time to time, the Company may invoice the Buyer for the price of the Goods, Services and/or Products on or at any time after purchase or delivery of the Goods/Products or performance of the Services (as the case may be).

5.2   If the Buyer wrongfully fails to take delivery of the Goods and/or Products, the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods and/or Products are ready for collection or delivery (as the case may be), or the Company or its Nominated Supplier has tendered delivery of the Goods, Services and/or Products.

5.3   The Buyer shall pay the price of the Goods, Services and/or Products within 30 days of the date of any Company invoice.  The time of payment of the price shall be of the essence of the Contract.

5.4   If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may:

5.4.1                           cancel the Contract or suspend any further deliveries of the Goods, Services and/or Products or performance of the Services to the Buyer;

5.4.2         appropriate any payment made by the Buyer to such of the Goods, Services and/or Products supplied under any contract between the Buyer and the Company (or a Nominated Supplier) as the Company may think fit notwithstanding any purported appropriation by the Buyer;

5.4.3         claim interest and/or compensation for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented from time to time;

5.4.4 claim the benefit of any liquidated damages provision agreed between the Company and the Buyer;

5.4.5 refuse to make any further delivery of Goods, Products and/or Services without payment in advance.

  1. Delivery

6.1   Delivery of the Goods and/or Products shall be made by the Buyer collecting the Goods at the premises of the Company (or a Nominated Supplier, as the case may be) at any time after the Company (or a Nominated Supplier, as the case may be) has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed, by the Company (or a Nominated Supplier, as the case may be) delivering the Goods and/or Products to that place.

6.2   Any dates quoted for delivery of the Goods and/or Products, or performance of the Services, are approximate only and the Company shall not be liable for any delay however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in Writing. The Goods, Services and/or Products may be delivered by the Company (or a Nominated Supplier, as the case may be) in advance of the quoted delivery date on giving reasonable notice to the Buyer.

6.3   Where the Goods and/or Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company (or a Nominated Supplier, as the case may be) to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract, as a whole, as repudiated, or obviate any of the Buyer’s duties and obligations to the Company under these Terms.

6.4   If the Company fails to deliver the Goods, Services and/or Products (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company’s liability shall be limited to sums paid by the Buyer under the Contract. The Company shall, for the avoidance of doubt, incur no liability whatsoever to the Buyer for any failure of a Nominated Supplier to deliver the Goods, Services and/or Products, or any breach related to such provision.

6.5   If the Buyer fails to take delivery of the Goods and/or Products, or fails to give the Company adequate delivery or installation instructions at the time stated for delivery (other than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then, without limiting any other right or remedy available to the Company, the Company may:

6.5.1         store the Goods and/or Products until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;

6.5.2         sell the Goods and/or Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract; and/or

6.6 Problems, complaints or claims based on any defective performance of the Services or defect in the quality or condition of the Goods/Products/Services purchased from the Company, or their failure to correspond with specification, shall (whether or not delivery is refused by the Buyer) be notified in the first instance to the Company within seven days of discovery of the defect or failure.

6.7 Where a valid or alleged complaint/claim in respect of any of the Goods/Products/Services purchased is notified to the Company in accordance with these Terms, the Company will have 28 days to review such complaint/claim and a right to replace the Goods/Products (or the part in question), re-perform the Services free of charge or to refund to the Buyer the price of the Goods/Products/Services in question (or a proportionate part of the price), in which case the Company shall have no further liability to the Buyer. This shall not fetter in any way the Company’s discretion to be able to resolve any problems/complaints/claims in any other way it considers reasonable or appropriate in the circumstances, and the Buyer shall indemnify the Company against any and all losses it may suffer whatsoever through the Buyer’s failure to comply with this complaints procedure prior to further escalation of any problem(s)/complaint(s)/claim(s).

6.8 Delivery and lifting charges. Unless otherwise specified, all prices given to Buyer by Nova Greentech Limited are exclusive of:

cost of rough labour and use of lifting tackle which may be required to set equipment in position or off-load it, and cost of any other special tools or machinery required for erection and not specifically stated in Nova Greentech Limited’s offer; and Buyer shall be additionally liable to pay such charges.

  1. Risk and property

7.1   Risk of damage to or loss of the Goods and/or Products shall pass to the Buyer:

7.1.1         in the case of Goods and/or Products and/or Services to be delivered at the premises of the Company or a Nominated Supplier, at the time when the Company or a Nominated Supplier notifies the Buyer that the Goods and/or Products are available for collection; or

7.1.2         in the case of Goods and/or Products and/or Services to be delivered otherwise than at the premises of the Company or a Nominated Supplier, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods and/or Products and/or Services, the time when the Company or a Nominated Supplier has tendered delivery of the Goods and/or Products and/or Services.

7.2   Notwithstanding delivery and the passing of risk in the Goods and/or Products and/or Services, or any other provision of these Terms, the property in the Goods and/or Products and/or Services shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and/or Products and/or the Services and all other goods/products/services agreed to be sold by the Company or a Nominated Supplier to the Buyer for which payment is then due.

7.3   Until such time as the property in the Goods and/or Products and/or Services passes to the Buyer, the Buyer shall hold the Goods and/or Products as the Company’s fiduciary agent and bailee, and shall keep the Goods and/or Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property.

7.4   Until such time as the property in the Goods and/or Products passes to the Buyer, the Company may at any time require the Buyer to deliver up the Goods and/or Products to the Company or its Nominated Supplier (at its discretion) and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods and/or Products are stored and repossess the Goods and/or Products.

7.5   The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods and/or Products which remain the property of the Company or its Nominated Supplier, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

7.6Any and all Intellectual Property rights expressly or impliedly disclosed or licenced to the Buyer under this Agreement (whether expressly or impliedly), or produced from, developed or arising as a result of the performance of this Agreement shall remain, or so far as not already vested, become the absolute property of the Company. The Buyer shall not utilise such Intellectual Property in any unauthorised manner without the prior written consent of the Company, and shall do all that is reasonably necessary to ensure that such rights remain or are vested in the Company by the execution of appropriate instruments or the making of agreements with third parties, should the Company so require. The Buyer shall indemnify the Company, as well as its officers, employees, affiliates, group companies and representatives fully against any and all losses caused to the Company by a breach of this clause 7.6 by the Buyer or any third party as a result of the Buyer’s unauthorised use or disclosure of Intellectual Property.

  1. Warranties and liability

8.1   Subject to the following provisions the Company warrants that the Goods and/or Products/Services provided directly by the Company will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 1 month from delivery.

8.2 The Company warrants that it will use reasonable skill and care in performing the Services and comply fully with all relevant legislation and regulation in place from time to time governing the performance of the Services.

8.3 The above warranties are, however, given by the Company are subject to the following specific conditions and exclusions:

8.3.1 The Company shall be under no liability in respect of any defect in the Goods and/or Products or Services arising from any drawing, design or specification supplied by the Buyer;

8.3.2 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or manufacturer’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods and/or Products without the Company’s approval;

8.3.3         The Company shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price for the Goods and/or Products or Services has not been paid by the due date for payment;

8.3.4         The above warranty does not extend to any Goods and/or Products (or parts thereof) and/or Services not manufactured or provided by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the Nominated Supplier.

8.4   Where a Buyer is a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), these Terms shall apply to the fullest extent  as they permissible can. Where the Goods and/or Products or Services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), however, relevant non excludable statutory rights of the Buyer shall not be affected by these Terms and shall remain in full force and effect.

8.5   The Company does not warrant that any Goods, Services and/or Products will be fit for any particular purpose (whether made known to the Company or not). The Buyer acknowledges and agrees that it is responsible for inspecting and testing all Goods and/or Products/Services and for ensuring that the Goods and/or Products/Services are suitable for their particular purposes, but that this will have no impact on its payment obligations to the Company whatsoever.

8.6   Problems based on any defective performance of the Services or defect in the quality or condition of the Goods and/or Products directly purchased from the Company, or their failure to correspond with specification, shall (whether or not delivery is refused by the Buyer) be notified to the Company within seven days from the date of delivery of the Goods and/or Products or performance of the Services in question or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.

8.7   Where a valid claim in respect of any of the Goods and/or Products or Services directly purchased from the Company is notified to the Company in accordance with these Terms, the Company may replace the Goods and/or Products (or the part in question) or re-perform the Services free of charge or, at the Company’s sole discretion, refund to the Buyer the price of the Goods and/or Products or Services in question (or a proportionate part of the price), in which case the Company shall have no further liability to the Buyer.

8.8   The Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any Contract, whether express or implied, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence  of the Company, its employees, agents, Nominated Suppliers or otherwise) which arise out of or in connection with the supply of the Goods and/or Products  or Services (including any delay in supplying or any failure to supply the Goods and/or Products or Services in accordance with the Terms or at all) or their use or resale by the Buyer, and the entire liability of the Company under or in connection with any Goods and/or Products or Services purchased by the Buyer from the Company directly, or from a Nominated Supplier, shall not exceed the price of the Goods and/or Products or Services, except as expressly provided in these Terms.

8.9 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any obligations of the Company or a Nominated Supplier in relation to the Goods and/or Products or Services.

8.10 The Buyer shall be required, at the written request at any time of the Company, to provide or submit to reasonable credit and identity checks. Should, as a result of any such checks (or the Buyer’s failure to provide or submit to such checks), the Company (in its absolute discretion) elect that these Terms should be terminable, then the Company shall be entitled to terminate these Terms on immediate written notice to the Buyer, without prejudice to the right to payment of any sums owing or outstanding as at the date of such termination and/or in respect of costs for work committed to, and without prejudice to any other of its rights under these Terms.

8.11 While the Company takes all reasonable steps to protect its systems, processes and held information from internal and external cyberattack threats and reviews such systems and processes regularly to ensure they are adequately safeguarded against those threats, the Buyer acknowledges that, even exercising all reasonable steps, such threats may occur and cause losses which could not have been reasonably foreseen or prevented. In such circumstances, the Buyer agrees to hold harmless the Company against any losses of whatever nature suffered following the exercise of reasonable due diligence on the Company’s part to guard against such risks.

  1. Insolvency of Buyer

9.1   This clause 9 applies if:

9.1.1         the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer (within the meaning of the Insolvency Act 1986); or

9.1.2         an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;

9.1.3         or the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4         the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2   If this clause applies then, without limiting any other right or remedy available to the Company, the Company may cancel the Contract or suspend any further deliveries or performance under the Contract without any liability to the Buyer, and if the Goods and/or Products have been delivered or Services performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

  1. Confidentiality

10.1 The Buyer shall keep confidential and not (except as authorised or required for the purposes of the Contract) use or disclose to any person or attempt to use or disclose to any person any information (whether or not expressed to be confidential) which it acquires from the Company relating to the Company’s business, business methods, organisation, finances or suppliers, including, for the avoidance of doubt, Intellectual Property.

10.2 The restrictions in clause 10.1 shall not apply to information which the Buyer establishes:

10.2.1      is known to the Buyer at the date of the disclosure by the Company, as evidenced from written records;

10.2.2      is after the date of disclosure by the Company acquired by the Buyer in good faith from an independent third party; and/or

10.2.3      has in its entirety become public knowledge otherwise than in breach of those restrictions.

  1. General

11.1          A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.2 Any and all rights granted to the Buyer under this Agreement against the Company shall be exercisable solely against the Company and, where appropriate, references to the Company in these Terms, shall be construed accordingly.

11.3 No waiver by the Company of any breach of the Terms by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.4 If any term or provision(s) of these Terms is/are held invalid, illegal or unenforceable for any reason by any regulation or court of competent jurisdiction such provision(s) shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms had been agreed with the invalid, illegal or unenforceable provision(s) eliminated.

11.5 The Contract between the Company and the Buyer for the sale of Goods and/or Products and / or Services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Company, acting by an authorised, registered representative.

11.6 The Buyer warrants and confirms that the individual(s) agreeing to these Terms and Conditions on its behalf is /are fully authorised to do so, and that individual(s) from time to time who place orders to the Company on behalf of the Buyer, are also fully authorised, and the Buyer shall indemnify the Company should this not be the case in respect of all expense and loss resulting at any time.

11.7 Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the Company and the Buyer, and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.

11.8 These Terms are private to the Company and the Buyer, and nothing in these Terms is intended to, nor shall it, confer any rights on a third party whatsoever, including, for the avoidance of doubt, any Nominated Supplier or group companies, affiliates, officers and/or employees of the Buyer, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.9 The Buyer undertakes not to enter into any contractual obligation which would materially affect its ability to perform its duties and obligations to the Company under these Terms, and agrees to indemnify the Company against any and all losses resulting from breach of this clause 11.9.

11.10 By entering these Standard Terms of Sale and Supply, the Buyer warrants and undertakes that it has in place appropriate Health and Safety,  Data Protection, Privacy, Anti-Bribery and Fraud Prevention policies that demonstrate full compliance with relevant laws in place, and that they will keep these up to date, and the Buyer hereby fully indemnifies the Company against any and all breaches on the part of the Buyer from time to time.

11.11 These Terms contains the entire agreement between the Company and the Buyer relating to the subject matter and supersede any and all previous agreements, arrangements, undertakings or proposals, oral or written.

11.12 The Parties agree to hold all relevant data in accordance with Data Protection Act legislation in place from time to time.

11.13 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.