1. DEFINITIONS AND INTERPRETATIONS
(a) In these conditions~
“The Buyer” shall mean any person, firm, company or person who shall place an order for the goods with the seller referred to below.
“Conditions” shall mean the conditions contained within the page.
“Delivery Date” shall mean the date (if any) by which Noose agrees to try to deliver the Goods;
“Contract” shall mean the contract of sale and supply of goods subject to these Conditions.
“Goods” shall mean any goods agreed in the Contract to be supplied to the Buyer by Noose (including any part or parts of them).
“Order” shall mean the purchase order placed by the Buyer with Noose for the supply of the Goods pursuant to these Conditions. This can take the form of a written order received by post or email from an authorised person within the Buyer’s organisation. In either case an official order number will be provided by the Buyer for each and every order and must be received by Noose before the order will be processed. The Buyer will provide a list of personnel authorised to place orders on their behalf.
“Confidential information” shall include, but will not be limited to, all information which may be imparted in confidence or be of a confidential nature relating to: - all quotations, tenders and order forms relating to any contract; and any illustrations, drawings or illustrative material accompanying any quotation of Noose or contained in the seller’s catalogue, price lists or advertisements, which the buyer receives.
1.1 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, reenacted or replaced.
1.2 In these Conditions references to the singular include the plural and vice versa, as the context admits or requires.
1.3 The headings in these Conditions are for reference only and do not form part of the Conditions.
2. APPLICATION OF CONDITIONS
2.1 Save as set out in these Conditions, the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in The Buyers purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all Noose sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Noose. Nothing in these Conditions will exclude or limit the company's liability for fraudulent misrepresentation.
2.4 Each order for Goods by the Buyer from Noose shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.
2.5 The Buyer must ensure that the terms of its Order and any applicable specification are complete and accurate.
2.6 Any quotation is given on the basis that no Contract will come into existence until Noose dispatches an acknowledgement of order to the Buyer or makes delivery. Any quotation is valid for a period of 30 days only from its date, provided that Noose has not previously withdrawn it.
3.1The quantity and description of the Goods shall be set out in Noose’s acknowledgement of the Order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Noose and any descriptions or illustrations contained in Noose’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract and this is not a sale by sample.
4.1 Unless otherwise agreed in writing by Noose, delivery of the Goods shall take place at the Buyer’s place of business and will normally be dispatched within 12 weeks of the Order being accepted.
4.2 Any dates specified by Noose for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice or otherwise. In the event that no dates are so specified or Noose agrees to make delivery, delivery will be within a reasonable amount of time.
4.3 The Buyer will take delivery of the Goods within 3 days of Noose giving it notice that the Goods are ready for delivery.
4.4 Subject to the other provisions of these conditions Noose will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Noose’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.
4.5 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or Noose is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: a. risk of Goods will pass to the Buyer (including for loss or damage caused by Noose’s negligence); b. the Goods will be deemed to have been delivered; and c. Noose may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.1 The quantity of any consignment of Goods as recorded by Noose upon dispatch from Noose’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 Noose shall not be held liable for any no-delivery of Goods (even if caused by Noose’s negligence) unless written notice is given to Noose within 2 days of the date when the Goods would be in the ordinary course of events have been received.
5.3 Any liability of Noose for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Noose has received in full (in cash or cleared funds) all sums due to it in respect of: a. the Goods; and b. all other sums which are or which become due to Noose from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must: a. hold the Goods on a fiduciary basis as Noose’s bailee; b. store the Goods (at no cost to Noose) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Noose’s property; c. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; d. maintain the Goods in satisfactory condition; and e. keep them insured on Noose behalf for their full price against all risks to the reasonable satisfaction of Noose.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: a. any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and b. any such sale shall be a sale of Noose’s property on the Buyers own behalf and the Buyer shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if: a. the buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed; or b. the Buyer encumbers or in any way charges any of the Goods.
6.6 Noose shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Noose
6.7 The Buyer grants Noose, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.1 Unless otherwise agreed by Noose in writing the price for the Goods shall be the price set out in Noose’s invoice.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods
8.1 A 50% deposit of the total balance due is required on every order.
8.2 All orders are on a pro-forma basis unless otherwise agreed by Noose.
8.3 In the event that Noose has agreed in writing other credit terms with the Buyer, all accounts are due for payment 30 days following the date upon which the Goods are delivered.
8.4 Time for payment shall be of the essence.
8.5 No payment shall be deemed to have been received until Noose has received cleared funds.
8.6 Without prejudice to Noose’s other rights and remedies with respect to non-payment if terms of payment are not complied with Noose shall a. cancel the contract between the Buyer and Noose or suspend any further deliveries and/or b. appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and Noose) as Noose may think fit (not withstanding any purported appropriation by the Buyer).
8.7 If the Buyer shall fail to pay any amount when it is due under this or any other Contract with Noose; then Noose shall have the right (without prejudice to any of its other rights against the Buyer) to treat the price that is unpaid on all Goods invoiced or dispatched by Noose under Contract as having become forthwith due and payable by the Buyer.
8.8 The Buyer will be liable to pay interest to Noose on outstanding debts from the due date for payment at the annual rate of 1.5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.
9.1 Noose warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2 Noose shall not be liable for a breach of the warranty in clause 9.1 unless: a. The Buyer gives written notice of the defect to Noose and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the date of actual delivery; and b. Noose is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Noose) returns such Goods to Noose’s place of business at Noose’s cost for the examination to take place there.
9.3 Noose shall not be liable for a breach of the warranty in clause 9.1 if: a. The Buyer makes any further use of such Goods after giving such notice; or b. the defect arises because the Buyer or subsequent purchasers or agents failed to follow oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or c. The Buyer alters or repairs such Goods without the written consent of Noose.
9.4 Subject to these Conditions, if any of the Goods do not conform with the warranty in clause 9.1 Noose shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Noose so requests, the Buyer shall return the Goods or the part of such Goods which is defective to Noose.
9.5 If Noose complies with clause 9.1 it shall have no further liability for a breach of the warranty in clause 9.1 in respect of such Goods.
10. LIMITATION OF LIABILITY
10.1 Subject to clause 10.3, the following provisions set out the entire financial liability of Noose (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: a. any breach of these Conditions; and b. any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of Noose for death or personal injury caused by Noose’s negligence or fraudulent misrepresentation.
10.4 Subject to clause 10.3: a. Noose’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the direct price charged by Noose’s consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Noose.
11.2 Noose may assign the Contract or any part of it to any person, firm or company.
12. FORCE MAJEURE
Noose reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Noose including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to Noose to terminate the Contract.
13. USE OF TRADEMARK, TRADE NAME & CONFIDENTIALITY
13.1 Where Noose supply goods covered by trademark registered to Noose or a trade name applying to a Noose product, any reference to the Goods in any literature used or authorised by the Buyer including without limit any mail order catalogues, advertising literature, or any other documentation must include the brand name or the logo (as the case may be) and where relevant must include the symbol ® next to the same.
13.2 Under no circumstances is the Buyer to use the afore mentioned trademarks or trade names in any manner which will or is likely to damage or limit the goodwill of Noose or bring it into disrepute. Noose shall be entitled at its absolute discretion to refuse any order which it believes is or will contravene or result in the contravention of this clause.
13.3 Under no circumstances must the Buyer remove, suppress, alter and/or hide any trademark or trade name used or owned by Noose on the Goods.
13.4 The Buyer shall hold confidentially and ensure that its employees hold discreet any information, technical or otherwise, provided to the Buyer by Noose and shall not release that information to any third party without the express permission in writing from Noose. Noose reserve the right to secure redress from the Buyer for any loss, either technical or financial, that may be occur as a result of such a breach of confidentiality
13.5 The Buyer as a complying party to these terms and conditions agrees that they will not try to replicate, duplicate, copy or reverse engineer, in any way, any products, labelling, technical information or instructions supplied by Noose or provide information for or procure other third parties to do the same. Any such action Noose will deem as to be a breach of its intellectual property and take such suitable action as to ensure protection of same and seek compensation for any loss.
14.1 Each right or remedy of Noose under the Contract is without prejudice to any other right or remedy of Noose whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by Noose in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
15.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission: a. (in case of communications to Noose) to its registered office or such changed address as shall be notified to the Buyer by Noose; or b. (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out Front Sheet or such other address as shall be notified to Noose by the Buyer.
15.2 Communications shall be deemed to have been received: a. if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); b. if delivered by hand, on the day of delivery; and c. if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.