General

  1. “The Company” refers to Nuenta Clarke Talbot Ltd.
  2. “The Buyer” means the person, persons, company or partnership being supplied by The Company.
  3. “These Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context

otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

  1. “Goods” means the subject matter of the contract and one or a number of items whether or not identical or similar.
  2. These Conditions shall apply to the Order to the exclusion of any other terms or conditions on which any quotation has been given

to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.

  1. The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the services subject to these Conditions.

 

General Terms

  1. These Conditions shall apply to the Order to the exclusion of any other terms or conditions on which any quotation has been given

to The Buyer or subject to which the Order is accepted or purported to be accepted by The Seller.

  1. No element of these Terms and Conditions may be varied unless previously agreed by a Director of The Company and confirmed in writing to The Buyer.
  2. Should any clause of these Terms and Conditions be void or voidable the existence of such a clause shall not prejudice the

enforceability of the remaining clauses.

  1. These terms shall represent the entire agreement between The Company and The Buyer.
  2. These Terms and Conditions shall be governed by the laws of England. The English Courts shall have sole jurisdiction in any dispute arising from them.

Quotation/Prices

  1. All prices quoted are exclusive of any applicable value added tax (which shall be payable by The Buyer subject to receipt of a VAT invoice).
  2. No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer.
  3. Where delivery from The Company’s offices in the UK to the Client is required, The Company will make additional delivery charges.

Delivery of Goods

  1. No liability will be accepted by The Company for any delays in delivery.
  2. Any orders below £50 will incur an admin charge of £5.00.
  3. Any goods received by the customer whether despatched in error or otherwise unsuitable/damaged must notify The Company by email or fax within 24 hours of delivery.
  4. All goods returned to The Company will only be accepted by prior agreement and must be received in its original packaging.
  5. If any goods are not returned or made available for collection by the customer within fourteen days then they will have deemed to be acceptable, and payment will become due.
  6. Returns of any goods despatched correctly and of saleable quality will be subject to a 20% restocking charge including any delivery costs incurred. Minimum restocking charge is £10.00 plus any delivery costs.
  7. Orders for non-stock items cannot be cancelled once the order has been accepted by The Company.
  8. Where part shipments are agreed with the customer, additional delivery charges may be made by The Company for the Backorder delivery.
  9. Where goods are shipped to site, The Buyer is responsible for ensuring access for delivery vehicles to the delivery address.
  10. Where goods are shipped to site, The Buyer is responsible for the provision of lifting gear and unloading of goods on site.
  11. In the event that receipt or unloading the goods is delayed or impossible at the time agreed through no fault of The Company, The Company is entitled to full payment for the goods, and to charge for storage, insurance and redelivery of the goods.
  12. Any charges quoted for delivery of the goods including transport, packaging and insurance are indicative only and The Company shall not be liable for any changes to the charges quoted however caused.
  13. Shipping And Off-Loading of Tanks – Goods will usually be shipped direct from factory on pallets. Very large items will be manufactured with lifting eyes or craning. No allowance has been made for storage, off-loading or positioning. It is the customers responsibility to ensure that there is suitable equipment at the delivery address for off-loading. Off-loading can sometimes be provided at additional cost. Specific delivery requirements and potential access or off-loading issues must be stated prior to placing an order. The customer will need to pay all additional costs for storage, off-loading, delayed delivery or re-delivery that result from failure to provide necessary information.
  14. Fittings And Accessories for Tanks – None have been allowed for unless specifically stated in the quotation. All parts, fittings and accessories required for the installation and safe operation of equipment are to be specified and supplied by the customer. Details of spare parts available can be provided on request.
  15. Design And Specifications – Specifications should be checked carefully to ensure that they meet your requirements. If

amendments are required prior to order a new quote will be issued. Any amendments required after an order has been placed will incur additional cost. Whilst every effort is made to ensure that information provided is correct; the accuracy of drawings or any specification data is not guaranteed. Where specific detail is of importance, you should confirm the accuracy prior to placing an order. Products will be manufactured to the closest tolerance possible, however we cannot accept responsibility of any site or pipe work modifications required to fit supplied products.

Availability

  1. All stock goods are quoted subject to being unsold when The Buyer’s order is placed.
  2. Tank Lead Times – Depending on stock availability, delivery is typically 2 days to 8 weeks (excluding holidays) from order

confirmation or final approval of drawings (as appropriate). Lead time is based on current stock availability and/or factory work loads and is subject to change at any time. Please request a revised delivery schedule prior to placing an order. Whilst every effort will be made to meet delivery requirements, any promises of delivery must be treated as approximate only; we cannot accept liability for any direct or indirect loss arising from such delays.

  1. 3. Made-to-Order and Non-Stock Goods – Certain Goods and equipment supplied by The Company may be made-to-order, bespoke, factory-built, specially allocated, or otherwise non-stock items and may therefore require the Goods to be scheduled into the manufacturer’s production programme. Such Goods are subject to the manufacturer’s production capacity, manufacturing schedules, component availability, factory closures and other manufacturing requirements.
  2. Specific Delivery Dates – For made-to-order, bespoke or non-stock Goods, The Buyer must agree the required delivery date or delivery period with The Company at the time of order. Any delivery date or period quoted by The Company shall be an estimate only unless The Company expressly confirms in writing that a specific delivery date or delivery period is agreed. A date requested by The Buyer, stated on a purchase order or otherwise anticipated by The Buyer shall not constitute a binding delivery commitment unless expressly accepted in writing by The Company.
  3. Manufacturing Lead Times – The Company may only confirm a delivery date for made-to-order or non-stock Goods once sufficient information has been received, the order has been accepted and, where applicable, the manufacturer has confirmed production scheduling or allocation. Manufacturing lead times and delivery dates may change due to circumstances outside The Company’s control, including changes to the manufacturer’s production schedule, delays in manufacture, component shortages, factory closures, transport delays or other supply-chain disruption. The Company shall not be liable for any loss, cost or expense arising from such delay to the extent permitted by these Conditions and applicable law.
  4. Cancellation or Amendment – Once made-to-order, bespoke or non-stock Goods have been accepted by The Company and committed to the manufacturer’s production schedule, the order may not be cancelled, deferred, reduced or amended without The Company’s prior written agreement. Where The Company agrees to any cancellation or amendment, The Buyer shall be responsible for all costs and liabilities incurred by The Company, including manufacturer cancellation charges, production costs, transport, storage, administration and any other costs reasonably incurred.

 

Cancellation Terms

Orders cannot be cancelled or modified in any way without the agreement of The Company. Cancellation of orders for non-stock items is normally impossible.

  1. If The Company accepts cancellation or changes to an order:

 Where the goods supplied under the Contract are stock items they must be returned within 28 days of delivery at The Buyer’s cost to The Company at The Company’s office in their original condition and in their original packaging. There will be a restocking charge of 20% of the value of the goods and delivery charge, with a minimum of £10.00.

 For non-stock items The Buyer will be liable for costs incurred including without limitation costs of goods, transport costs,

administration costs, and for any restocking charges that may apply.

Warranty of Goods and Services

  1. All equipment and Goods supplied by The Company are supplied with the benefit of, and subject to, the applicable manufacturer’s warranty, where one is provided, and strictly in accordance with the manufacturer’s warranty terms and conditions. Except to the extent required by law, The Company does not provide any separate, additional or independent warranty in respect of the Goods.
  2. The Buyer acknowledges that The Company acts as a wholesaler, distributor and/or reseller and is not the manufacturer of the Goods. The Company’s contractual warranty obligation, if any, is limited to passing to The Buyer the benefit of any applicable manufacturer’s warranty available to The Company in respect of the Goods.
  3. The Buyer is solely responsible for registering all equipment for warranty directly with the manufacturer where a registration process is available or required, and for completing such registration within the manufacturer’s prescribed timescale. The Buyer is also solely responsible for retaining all warranty certificates, registration confirmations and other supporting documentation and for complying fully with the manufacturer’s warranty terms, claim procedures and timescales. Failure to complete registration or comply with the manufacturer’s requirements may invalidate or reduce the manufacturer’s warranty, and The Company shall have no liability arising from such failure, except to the extent liability cannot lawfully be excluded.
  4. All warranty claims in respect of the Goods must be made and pursued by The Buyer directly with the manufacturer, using the manufacturer’s prescribed warranty claim procedure. The Buyer shall provide all information, evidence and documentation reasonably required by the manufacturer. The Company may, at its sole discretion and as a customer service only, assist in forwarding or communicating a warranty claim, but any such assistance shall not make The Company the provider of the manufacturer’s warranty, shall not constitute an admission of liability and shall not create any obligation on The Company to administer, inspect, repair, replace or otherwise remedy the Goods.
  5. The manufacturer’s warranty is subject to the equipment being stored, installed, commissioned, operated and maintained strictly in accordance with the manufacturer’s instructions and requirements, including any requirements relating to qualified personnel, operating conditions, pressure and temperature ranges, servicing, maintenance and permitted modifications. The equipment must also be protected from transport damage, weather and other damage and must not be modified without the manufacturer’s approval. The Buyer remains responsible for ensuring that all such requirements are met.
  6. The Company shall not be responsible for, and the manufacturer’s warranty shall not be taken to include, any costs or losses associated with access to equipment, site attendance, investigation, diagnosis, fault finding, isolation, draining, lifting, cranage, dismantling, removal, transportation, storage, labour, travel, accommodation, reinstallation, recommissioning, testing, disposal, reinstatement, builders’ work, making good, scaffolding, specialist access equipment or any other construction, installation or site-related costs unless expressly confirmed by The Company in writing. In particular, the warranty does not cover the construction or dismantling cost to remove the product to or from the place of installation.
  7. The Buyer shall not return, dismantle, remove, replace or incur material costs in connection with allegedly defective Goods on the basis of a warranty claim without first following the manufacturer’s warranty procedure and, where required, obtaining the manufacturer’s or The Company’s written authorisation. The Company shall not be liable for any costs incurred without such prior authorisation, except to the extent required by law.
  8. Where The Company agrees to assist with a manufacturer’s warranty claim, any replacement, repair, credit, refund or other remedy shall be subject to the manufacturer’s acceptance of the claim and the remedy offered by the manufacturer. The Company shall have no liability for any delay, refusal, limitation or failure by a manufacturer to honour its warranty, except to the extent that such liability cannot lawfully be excluded or restricted.

Title and Risk

  1. Risk of damage to or loss of the Goods shall pass to The Buyer upon delivery/collection in accordance with the Contract.
  2. All goods supplied are sold with retention of title and remain the property of The Company until paid in full
  3. Where title of the goods has not passed to the customer The Company shall be entitled to require the return of the goods and/or repossess the same and shall be entitled to sell the same to ensure that the sums then due are discharged together with any costs involved in repossessing and selling the goods.

Liability

  1. The Buyer acknowledges that The Company is acting as a wholesaler, distributor and/or reseller and that the Goods are manufactured by third parties. Subject to any liability which cannot lawfully be excluded or restricted, The Company shall not be responsible for any manufacturing defect, failure in performance, product design, product specification or manufacturer’s warranty obligation beyond the extent to which The Company actually receives a corresponding remedy, reimbursement, credit, replacement or other recovery from the manufacturer or supplier concerned.
  2. Any replacement, repair, credit or other remedy offered by The Company in respect of allegedly defective Goods shall be at The Company’s discretion and, where applicable, shall be subject to the manufacturer’s acceptance of the relevant warranty claim. The Buyer shall have no automatic entitlement to replacement Goods, refund or other remedy from The Company except to the extent required by law.
  3. Subject always to clause 6 and to any liability which cannot lawfully be excluded or restricted, The Company’s total aggregate liability arising out of or in connection with the Contract, the Goods or any defect, failure, delay or other matter relating to the Goods, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation (other than fraudulent misrepresentation), restitution or otherwise, shall not exceed the net price actually paid by The Buyer to The Company for the specific Goods giving rise to the claim.
  4. To the fullest extent permitted by law, The Company shall not be liable to The Buyer or any third party for any indirect or consequential loss or damage, or for any loss of profit, revenue, turnover, production, business, contracts, anticipated savings, goodwill, reputation, opportunity, use, data, or costs arising from business interruption, downtime or delay, whether or not such loss or damage was foreseeable or The Company had been advised of the possibility of it. The Company shall also have no liability for any costs of removal, access, dismantling, labour, reinstallation, recommissioning, testing, making good or other site-related costs, except to the extent expressly agreed in writing or required by law.
  5. It is the responsibility of The Buyer to check the suitability, compatibility, capacity, condition and intended use of all Goods supplied by The Company before use and to ensure that the Goods are appropriate for the Buyer’s system, application, site conditions and proposed method of installation. Unless expressly agreed by The Company in writing, The Company does not warrant the suitability of the Goods for any particular system, application or site, and The Buyer is responsible for all design, specification, installation, commissioning, integration and statutory or regulatory requirements.
  6. Nothing in these Conditions shall exclude or restrict any liability which cannot lawfully be excluded or restricted, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which applicable law does not permit The Company to exclude or restrict. Where any exclusion, limitation or condition in these Terms is held to be unenforceable, it shall be read down only to the extent necessary to make it enforceable, and the remainder of these Terms shall continue in full force and effect.

 

Terms of Payment

  1. The Seller shall be entitled to invoice the customer on or at any time after delivery of the Goods or performance of the Services, as the case may be, and each invoice shall quote the number of the Order.
  2. Unless otherwise stated in the Order, the customer shall pay the Price of the goods/services within 30 days from date of invoice.
  3. For bespoke orders, once approved by the customer, a 50% deposit is required before the order can be placed with our supplier.
  4. Any queries are to be notified, in writing, within 7 days of receipt of invoice.
  5. The Company may at its discretion charge interest on overdue payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Notices

  1. Any notice needed to be served under the Contract shall be sent to the addresses on the Quotation and shall be deemed to have been served if it was served:

 In person, at the time it was served.

 By recorded post, 48 hours after it was posted.

 By facsimile transmission, at the time of transmission.

 By email on sending.

Information in our product catalogues/website is subject to change without prior notice.