Terms and Conditions of Sale

  1. Definitions
    In these Conditions, unless the context otherwise requires words denoting the singular include the plural and vice versa and:-
    1. "Company" means Neumo UK Ltd (registration no. 2610843)
    2. "Contract" means the contract for the sale and/or supply and purchase of the Goods
    3. "Customer" means the person so described overleaf        
    4. "Goods" means the goods, works and/or services described overleaf and includes any or any part of them
    5. "writing" includes facsimile transmission and "person" includes any body corporate or unincorporate
  2. These Conditions, the terms specified overleaf and any special conditions agreed to in writing by the Company constitute the entire agreement for the sale and/or supply and purchase of the Goods and supersede any terms or representations by the Company or referred to in its sales literature or elsewhere. If any terms specified overleaf and/or any special conditions conflict with these Conditions, the former will prevail
    Orders and Specifications
    1. Orders (including any acceptance of any estimate or quotation of the Company, which must state the date and reference of the relevant estimate or quotation and an address for delivery) will only bind the Company when it accepts them in writing or starts to fulfill them
    2. The Goods may be changed to conform with product development (but without materially adversely affecting their quality or performance) or any applicable safety or other statutory requirements
  3. Price
    1. The price of the Goods will be the Company's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company's published price list current at the date of acceptance of the Customer's order giving rise to the Contract.   All prices quoted and quotations are valid for 30 days only.  All prices and other charges will be subject to any applicable value added tax and other taxes or duties which will be payable at the same time as the price of the Goods.
    2. Unless the Contract otherwise provides, the Customer will pay the Company's charges for transport and insurance at the Company's rates prevailing at the time of delivery.
    3. The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods:
      1. to reflect any increase in the cost to the Company of supplying the Goods which is due to any factor beyond the Company's reasonable control (such as any foreign exchange fluctuation, currency regulation, alteration of duties or material increase in the cost of manufacture), any change in delivery date, quantities or specification requested by the Customer, any delay caused by any instructions of the Customer or any failure or delay by the Customer in procuring the doing of any thing which it has agreed to do under the Contract; and
      2. by an amount equal to the sum resulting from applying to the amount of that cost increase the Company's profit margin under the Contract
  4. Payment
    1. The Company may invoice the Customer for all sums payable under the Contract on or at any time after delivery or, if the Customer wrongfully fails to collect or take delivery of the Goods or to give proper delivery instructions, at any time after it has notified the Customer that they are ready for collection or it has tendered delivery of them. The time for payment will be of the essence
    2. The Company's invoices will be payable within thirty days of the end of the month in which they are issued unless an alternative arrangement has been agreed between the Company and the Customer.  If the Company has serious doubts about the Customer's ability to pay any sum under the Contract on the due date the Customer will within seven days of written notice from the Company pay the balance of all sums payable or becoming payable under the Contract or provide security for such payment to the Company’s satisfaction pending which the Company may suspend the performance of all or any of its obligations under the Contract.  Where the Goods are to be delivered by installments as called off by the Customer over an agreed period payment must be made within 30 days following each call off.  Any Goods not called off by the end of that period must be collected by the Customer ex works within 3 days of, and the price for them will become due on, the expiry of that period 
    3. If the Customer fails to make any payment on the due date, the Company may terminate the Contract or suspend any further deliveries, appropriate any payment by the Customer to such of the Goods as the Company decides and/or charge the Customer interest on the amount for the time being unpaid at 3% above the base rate (or if it is replaced, its successor) from time to time of Lloyds TSB Bank Plc until payment in full is made.  Such interest will accrue daily, be compounded monthly  and be payable both before and after judgment
    4. All sums payable by the Customer must be paid in sterling without any deduction and regardless of any set-off, counterclaim or other claim or right
    5. If any sum due from the Customer pursuant to the Contract or any order or judgment relating to it has to be converted from the currency ("the first currency") in which the same is payable into another currency ("the second currency") to make any claim or obtain or enforce any order or judgment against the Customer, it will indemnify the Company against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such conversion and (b) the rate(s) of exchange at which the Company may in the ordinary course of business purchase the first currency with the second currency on receipt of a sum paid to it in or towards satisfaction of any such order, judgment or claim
  5. Delivery
    1. The Company will use its reasonable endeavors to supply the Goods by any estimated delivery or completion date but the time for delivery or completion will not be of the essence of the Contract.  Unless otherwise agreed, the Goods will be delivered ex works.
    2. Provided it has given at least 7 days' notice, the Company may deliver the Goods by installments as and when they are available.  Where the Goods are or are to be delivered by installments, each delivery will constitute a separate contract
    3. If the Customer fails to collect or accept delivery of the Goods or give proper delivery instructions (unless due to the Company's default) the Company may arrange for storage of the Goods at the Customer's risk and expense until they are delivered or collected (including if applicable storage charges at the Company's then prevailing rates and the cost of any redelivery) or, if the Company terminates the Contract, sell the Goods in its discretion
  6. Testing, Inspection and Acceptance of Goods
    1. The Customer must notify in writing (otherwise than on a delivery document) (a) the Company and any carrier of any claim regarding the quantity or condition of Goods delivered or any damage to them within 5 working days of delivery and for non-delivery within 3 working days of the estimated or notified date for delivery and (b) the Company of any claim regarding any defect which should be apparent on reasonable inspection within 5 working days of delivery, time being of the essence.  Paragraph 8 will apply to any such defect or damage.  If no such notice is given, so far as concerns those matters the Customer will be deemed to have accepted the Goods and that they conform with the Contract
    2. If the Goods are sold in packs or bundles (excluding any tooling) and the quantity of those Goods delivered under the Contract is up to 10% more or up to 10% less than the quantity to be delivered under the Contract, the Customer will be obliged to accept the quantity delivered, and the price of the Goods will be increased or decreased accordingly at the price applicable to the Goods under the Contract
  7. Title and Risk
    1. Notwithstanding delivery and the passing of risk or any other provision of these Conditions, the legal and beneficial ownership of the Goods will remain with the Company, until the Company has received payment in cleared funds of :-
      1. all sums payable to the Company in relation to the Contract; and
      2. all other sums then due from the Customer to the Company in respect of the supply of any other goods or services
    2. Until the property in the Goods has passed the Customer shall :-
      1. hold the Goods as fiduciary agent and bailee for the Company who may, at any time and without prior notice, require the Customer to deliver up the Goods to the Company (whether or not they form part of or are affixed to anything) and, if it fails to do so forthwith, enter upon any land or buildings where the Goods may be situated with its representatives and appropriate transport, remove them from any land, building or other thing and repossess them.  The Company will use reasonable skill and care in removing Goods but, subject to that, the Customer will be responsible for and indemnify the Company in respect of all damage to any land, building or other item caused by such removal;
      2. not, except for sales or use in the ordinary course of its business for so long as none of the events mentioned in paragraph 10(1) shall have occurred to or in relation to the Customer, sell, part with possession of or do anything else inconsistent with the Company's ownership of the Goods and ensure they do not become part of or affixed to any land or building and are kept separate from any other thing, properly stored and protected, clearly identified as the Company's property and insured to their replacement value against all normal comprehensive risks
    3. After the Company has repossessed any Goods it may sell them and the sale proceeds will belong to the Company absolutely.  If the net proceeds received by the Company are less than the amount payable to it under the Contract it may recover the balance from the Customer
    4. Risk in the Goods will pass on delivery.  All insurance proceeds receivable by the Customer in respect of the Goods shall be held in trust by the Customer for the Company in a separate account and first be applied in or towards discharging any sums payable under the Contract
  8. Warranty
    1. The Company warrants that the Goods will correspond with their specification and description and sample (if any) at the time of delivery and if within twelve calendar months of their being delivered or, as the case may be, completion of the supply of any services (or such other period as the Company may agree in writing) any defect in the Goods is discovered under normal use which is directly attributable to their not so corresponding or faulty design (except where the design is supplied by or on behalf of the Customer), materials or workmanship, or a valid claim is made under paragraph 6(1), the Company will at its option and expense remedy the defect or damage by replacement or repair or refund the purchase price of the defective or damaged Goods
    2. The warranty will be subject to the following conditions:-
      1. it will not apply to any defect or damage resulting from any alteration of the Goods without the Company's prior written consent, overloading, normal wear and tear, misuse or use other than for the Goods’ intended purpose, accident, abnormal conditions of use, or any act or omission of the Customer or any third party (excluding the Company's agents or sub-contractors involved in the supply of the Goods) or any fault in any other goods or equipment
      2. the Company will not be liable for any defect in the Goods arising from any document, information or materials supplied by or for the Customer
      3. warranty work will be carried out during the Company's normal  business hours so far as is practicable at the Company's premises and/or elsewhere at its option.  The Customer will procure that the Company's personnel will have such access to the Goods as they may require to investigate alleged defects or damage and carry out any warranty work
      4. Unless the Company stipulates otherwise, Goods must be returned carriage paid to the Company's trading premises as required by the Company.  The Company will reimburse the Customer the reasonable carriage costs incurred by it in returning by road from the Customer's premises in Great Britain or by other agreed mode of transport Goods repaired or replaced under the warranty or whose purchase price is refunded.  Replaced Goods will belong to the Company
      5. the Customer must give the Company in writing full particulars of any claim under paragraph  6(1) within the period stated there or under paragraph 8(1) within 7 days after it becomes aware of the potential claim and in any event within 7 days of the end of the warranty period (time being of the essence)
      6. no sum shall be due and unpaid under the Contract when the Company is to fulfill its obligations under the warranty
      7. if the Customer makes any claim falling outside the terms of the warranty the Company may charge for examining the Goods and any work done or goods supplied by it in respect of that claim at its then prevailing rates and any cost or expense incurred by the Company
      8. paragraphs 8 and 9 will apply to Goods or components replaced or repaired under the warranty except that the warranty will apply to Goods or components replaced or repaired under the warranty for the balance of the original warranty period
  9. Liability
    1. The warranty will be in substitution for all other terms, warranties, and conditions, express or implied, statutory or otherwise in relation to the Goods (except for the Company's title to them) which are hereby excluded to the fullest extent permitted by law
    2. The Company will not be liable in contract or in tort (including negligence) or in any other way for:-
      1. any consequential or indirect loss, liability or damage or any other claim for consequential compensation; or
      2. loss of any kind of profit, production, goodwill, anticipated savings or other benefits or any costs, expenses or liability to any third party incurred by the Customer arising directly in the natural and ordinary course or indirectly from or in connection with the Contract or the Goods
    3. Excluding its liability under paragraph 8, the Company’s aggregate liability arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential, indirect or otherwise) resulting from or in connection with the Contract or the Goods will be limited to damages equal to the net invoice value of the Goods
    4. The limitations on and exclusions from liability contained in these Conditions will be subject to section 2(1) Unfair Contract Terms Act 1977 and will not apply to any liability for fraud
    5. The Customer undertakes to indemnify the Company from and against all claims and proceedings brought against the Company by any third party arising from any act or omission on the part of the Customer (or any other person for whom it is vicariously liable) in relation to the Goods or their supply or alleging that the Company’s use of any document or information supplied by or for the Customer in relation to the Contract infringes any third party’s rights together with all expenses, costs (including legal costs on a full indemnity basis), damage, losses and liabilities incurred by the Company in connection with any such claims or proceedings
    6. The Customer accepts the limitations on and exclusion from liability in these Conditions as reasonable and that without them the price of the Goods would have been materially increased and warrants that it is not purchasing the Goods as a consumer (as defined in the Unfair Contract Terms Act 1977)
  10. Termination
    1. If the Customer makes any arrangement or composition with its creditors generally or (being an individual) has an interim order (within the meaning of the Insolvency Act 1986) made against him or becomes bankrupt or (being a firm or body corporate or unincorporate) enters into compulsory liquidation or voluntary liquidation or the equivalent or is dissolved or has a receiver and/or manager, administrative receiver, supervisor or administrator appointed over or in relation to the Customer or any part of its assets or undertaking or is unable to pay its debts within the meaning of sections 123 or 268 Insolvency Act 1986 or anything analogous to any of the foregoing occurs in any jurisdiction in relation to the Customer or the Customer commits any breach of any of the provisions of the Contract (express or implied) the Company may terminate the Contract or the balance of the Contract or suspend deliveries or the supply of any services forthwith by written notice to the Customer without any liability whatsoever and the Company shall have a general lien over all monies and property of the Customer in its possession for any sums due to the Company.  Termination will not affect the Company's accrued rights or its rights under paragraph 7 which will continue in force
    2. The Customer will indemnify the Company against all claims, proceedings, loss, damage, liabilities, costs and expenses incurred by the Company arising in connection with any breach by the Customer of, or any act or omission of the Customer in relation to, the Contract
  11. Intellectual Property
    All drawings, designs, specifications and other documents in any medium and samples relating to the Contract produced by or on behalf of the Company and all rights in them will belong to the Company and will not be disclosed to any third party or (except as necessary for the proper use of the Goods) used by the Customer and all copies under the control of the Customer will be returned on request
  12. Exports
    1. Unless the context otherwise requires, any term or expression defined in the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce as in force at the date when the Contract is made ("Incoterms") will have the same meaning in these Conditions, but if there is any conflict these Conditions will prevail
    2. Where the Goods are supplied for export from the United Kingdom, the provisions of this paragraph 12 will (subject to any special terms agreed in writing between the parties) apply notwithstanding any other provision of these Conditions
    3. Unless otherwise agreed in writing, the Goods will be delivered fob the air or sea port of shipment and the Company will not be obliged to  give notice under section 32(3) Sale of Goods Act 1979
    4. The Customer will be responsible for complying with all legislation or regulations (including obtaining at its own cost all necessary licenses and authorities) governing the importation of the Goods into countries of destination outside the United Kingdom and for payment of all taxes and duties in relation thereto
    5. Delivery of the Goods or any instalment will be subject to the granting of all necessary export licenses and the Customer will provide all necessary assistance and information to the Company to enable it to apply for or obtain them.  The Company will not be liable for any loss, damage, liability or expense whatsoever arising from any delay in obtaining or failure to obtain any export licenses.  Where Goods are ordered for export from the Customer's address in the United Kingdom or by the Customer's agent in the United Kingdom the Customer or its agent will be responsible for obtaining such licenses
  13. Miscellaneous
    1. The Company will not be deemed to be in breach of the Contract or otherwise be liable to the Customer for any delay or failure in performing any of its obligations under the Contract by reason of any cause or event beyond the Company's reasonable control (including breakdown of plant or machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies)
    2. The Contract will be governed by the laws of England and all claims and proceedings arising relating to it will be subject to the non-exclusive jurisdiction of the Courts of England
    3. Any variation of the Contract or waiver of any breach by the Customer must be agreed to in writing by the Company's authorised representative. Any time or indulgence given by the Company will not in any way prejudice any of its rights in respect of the Contract
    4. If any provision of the Contract or part of it is held to be invalid or unenforceable by any court or other body of competent jurisdiction that will not affect the other provisions or the remainder of the relevant provision
    5. The Customer may not assign or otherwise deal with all or any of its rights or obligations in relation to the Contract without the Company's prior written consent but the Company will be free to do so
    6. The Company's rights under these Conditions are cumulative and in addition to its other rights
    7. The Contracts (Rights of Third Parties) Act 1999 will not apply to the Contract
    8. Any notice or claim under the Contract must be in writing and will be effectively served if it is personally delivered or sent by pre-paid first class post or facsimile transmission to the addressee at its address overleaf or any other address for service notified to the other in accordance with this paragraph