1. Definitions
1.1 “Customer” includes both “ Customer” and “you”
1.2 “NosmoTech” means NosmoTech Limited, registered in England and Wales (Reg no 13784382), whose registered office in 22 Friary Street, Sudbury CO10 2AA UK; also referred to as “we” or “us” in these terms and conditions.
1.3 “Catalogue” means the catalogue of products and services offered by NosmoTech.
1.4 “Force Majeure” means any cause affecting the performance by NosmoTech of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but not limited to) governmental regulations, fire, flood or any disaster or industrial dispute affecting a third party.
1.5 “Services” shall include consulting, advising, sub-contract tasks and projects, and organising or managing projects or tasks.
2. General
2.1 All orders for products and services on the NosmoTech web site are accepted by NosmoTech Limited (‘NosmoTech’) subject to these terms and conditions. No other terms will apply to the supply of products and services by NosmoTech unless agreed in writing by a NosmoTech Director.
2.2 All descriptions of the products and services contained on the NosmoTech website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between NosmoTech and the Customer. NosmoTech may correct any errors in its website without liability to the Customer.
3. Orders & Pricing
3.1 All contracts of sale made by NosmoTech shall be deemed to incorporate these terms and conditions, which shall prevail over any other terms from the Customer with whom NosmoTech is dealing. Cancellation of orders is not accepted. Nothing in these terms and conditions is intended to impinge upon your statutory or contractual rights to reject faulty products.
3.2 All orders are subject to acceptance and to availability of the products or services ordered: NosmoTech reserves the right to decline to trade with any company or person. In addition, NosmoTech 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 email within a reasonable period of receipt by NosmoTech of the order.
3.3 Products and services are invoiced at the price prevailing at time of order as British Pounds. VAT and shipping costs will be added to the total cost where appropriate.
3.4 NosmoTech reserves the right to modify the prices for services and products from time to time.
4. Trade Names & Trade Marks & Rights
NosmoTech acknowledges the intellectual property rights of suppliers and manufacturers of the components and products appearing in NosmoTech’s sales literature and on NosmoTech’s website. The Customer acknowledges that NosmoTech and its licensors own the intellectual property rights of NosmoTech products and services, the website content. Their whole or partial reproduction without NosmoTech’s prior written consent is prohibited.
5. Delivery, Title, & Risk
5.1 Products are subject to availability. Stock levels may change due to the time delay between orders placed and orders accepted. If items become out of stock after NosmoTech accepts the order we will notify you as soon as possible. For items that are out of stock, should Customers wish to cancel the order will be refunded in full.
5.2 NosmoTech shall use reasonable endeavours to despatch products and provide services by the date agreed with the Customer, but does not accept liability for failure to deliver within the stated time where this is caused by circumstances beyond our reasonable control, such as (but not limited to) delays caused by delivery companies or manufacturer lead times. If a delay is likely, we shall contact the Customer and advise of the delay.
5.3 NosmoTech does not accept liability for shortages or damage to deliveries unless the Customer notifies NosmoTech of the shortage or damage in writing within 72 hours of receipt of the delivery.
5.4 Delivery is deemed to take place when the products are delivered to the Customer’s nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to the Customer.
5.5 Title in the products does not pass to the Customer until payment is received in full by NosmoTech, however risk of loss or damage is passed on to the Customer on delivery of products.
5.6 It is the responsibility of the Customer to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, this should be noted on the Proof of Delivery. NosmoTech shall not be liable for discrepancies or damage evident on delivery where the Customer accepts delivery and signs the Proof of Delivery without amendment.
5.7 Where the Customer expressly instructs NosmoTech to leave products without requiring NosmoTech to obtain a Proof of Delivery, delivery shall be deemed to have been successfully completed on despatch by NosmoTech.
6. Payment
6.1 Payment is due on shipment unless a Customer has been approved for credit. NosmoTech’s credit terms require payment within 30 days from the date of the invoice, except in the case of transactions where different terms are agreed in writing.
6.2 Payment may be made by BACS transfer. If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy: All sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and NosmoTech may charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year, compounded monthly.
7. Product & Service Specifications
7.1 NosmoTech makes every effort to supply the products as advertised but reserves the right to supply the products subject to minor variations in actual dimensions and specifications. Where these dimensions are critical to the application and use of product Customer is advised to get them confirmed in writing by e-mail from us.
7.2 Each user bears the full responsibility for making its own determination as to the suitability of NosmoTech´s products, services, recommendations or advice for its own particular purpose. Each user must identify and perform tests and analyses sufficient to assure it that products meet their requirements. Because actual use of products by the user is beyond the control of NosmoTech, such use is within the exclusive responsibility of the user, and NosmoTech cannot be held responsible for any loss incurred through incorrect or faulty use of the products. Further, no statement contained herein concerning a possible or suggested use of any product, service or design is intended or should be construed to grant any license under any patent or other intellectual property right of NosmoTech, or as a recommendation for the use of such product, service or design in the infringement of any patent or other intellectual property right.
8. Product Warranties & Returns
8.1 If products are found to be faulty or defective, we offer the returns policy described below.
8.2 NosmoTech warrants that upon delivery and for a period of six (6) months from the date of delivery the products will be of satisfactory quality within the meaning of Sales of Products Act 1979. 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 NosmoTech.
8.3 Other than the express provisions set out in these terms and conditions, all other terms and the implied terms or warranties relating to the supply of products or services are excluded to the fullest extent permitted by law.
8.4 No contract shall be cancelled once accepted by NosmoTech nor shall any products which are delivered in accordance with the contract be returned without prior written approval of NosmoTech and on terms to be determined at the absolute discretion of NosmoTech.
9. NosmoTech’s Liability
9.1 NosmoTech shall under no circumstances be liable for any consequential or indirect damage or loss, however caused, including (but not restricted to) loss of business or profits, loss of goodwill, damage to trading relationships loss of data and other financial loss. (“Financial loss” in this sense does not refer to the price you have paid for the products, which we may be liable to refund to you, in whole or in part, if the products or services are faulty or do not comply with their description). Without prejudice NosmoTech’s liability in respect of all other losses shall be limited to the invoiced amount of the relevant order.
9.2 Nothing in this agreement shall limit NosmoTech’s liability for death or personal injury caused by its negligence.
10. Force Majeure
10.1 NosmoTech shall not be liable to the Customer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of NosmoTech’s obligations in respect of the products or services, if the delay or failure was due to any cause beyond NosmoTech’s reasonable control (force majeure).
10.2 If we are unable to provide you with your products or services within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the products or services or either of us may decide to terminate the contract in which case we will return any prepayments that you have made in full or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
11. General Terms of Business
11.1 Nothing in these terms and conditions affects your statutory rights.
11.2 If any provision in this Agreement is held to be invalid or unenforceable by any court, tribunal or administrative body, it shall be deemed severed from the Agreement and this shall not affect the validity or enforceability of the remaining provisions.
11.3 Any waiver of a breach of this Agreement must be in writing.
11.4 Any variation of this Agreement must be in writing and signed by a NosmoTech Director.
11.5 Assignment. You must not transfer any contract made with us under these Conditions, as it is personal to you, without written authority from us. This authority will not be refused without good reason.
11.6 No Waiver: NosmoTech’s failure to insist upon strict performance of any provision of these Conditions shall not be deemed a waiver of its rights or remedies in respect of any present or future default of the Customer in performance or compliance with any of these Conditions.
11.7 Notice: Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the 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 notice. Notice shall be delivered personally or sent by first class prepaid recorded delivery of by registered post (airmail if overseas) or by email and shall be deemed to be given in the case of delivery personally on delivery and in the case of posting (in the absence of evidence of earlier receipt) 48 hours after posting (six days if sent by airmail) and in the case of email on completion of the transmission provided that the sender shall have received printed confirmation of transmission.
11.8 Enforceability If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these Conditions and the remainder of the provision in question shall not be affected.
11.9 Dispute In the event of a dispute between the Customer and NosmoTech, should NosmoTech in writing require, the Customer agrees to submit to the jurisdiction in accordance with the Arbitration Act 1996 for the time being in force as a legally binding alternative to court action.
11.10 Jurisdiction The contract shall be governed by the laws of England & Wales and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.