TERMS & CONDITIONS
This page sets out the basis on which you are allowed to use our website (the “Site”) and sets out the terms and conditions on which we supply any of the goods (the “Goods”) listed on our Site to you. Please read these terms and conditions (the ‘Conditions’) carefully before ordering any Goods from our site. You should understand that by ordering any of our Goods, you agree to be bound by these terms and conditions and you confirm that you are purchasing the Goods for use in line with your trade or business and not for personal use.
You should print a copy of these terms and conditions for future reference.
1 Information about us
1.1 This Site (www.negurosu.com) is provided by Negurosu Denko Co. Limited (“the Company”) and its subsidiaries, affiliates and group companies. We are registered as a branch in the UK under registered number BR008418 and our main trading address in the UK is Unit C-2, 59 Mainstream Way, Matrix Point, Saltley, B7 4SN. Our VAT number is 874145903
2 Introduction
2.1 By accessing any part of the Site, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave this website immediately.
2.2 We may revise these Conditions at any time by updating this posting. You should check the legal notice section of the Site from time to time to review the current Conditions, because they are binding on you. No purported modification of these Conditions will be effective unless it is countersigned by us.
2.3 In these Conditions any use of the words “you”, “your” or similar expressions shall mean any user of the Site whatsoever. The terms “we”, “us”, “our” or similar expressions shall mean the Company and its subsidiaries, affiliates and group companies.
3 Your Status
3.1 By placing an order through our site, you warrant that:
(a) You are purchasing the Goods for use in line with your trade or business and not for personal use;
(b) You have authority to purchase the Goods on behalf of the business acquiring the Goods; and
(c) You or your business is located within the European Union.
4 Use of Content
4.1 You may download or print off copies of the materials included on the Site (“Content”) for your personal, non-commercial use and information only provided:
(a) you retain any copyright or other intellectual property notices contained in the original material;
(b) no documents or related graphics on the Site are modified in any way;
(c) no graphics on the Site are used separately from accompanying text; and
(d) you comply with all other obligations in this Condition 4
4.2 You may not copy, distribute or display the Site or any part of it to third parties. Any infringement of any Intellectual Property Rights (as defined in clause 4.3 below) in this manner may result in appropriate legal action being taken against you.
4.3 The copyright, trade marks, domain names and other intellectual property rights (“Intellectual Property Rights”) in the Content belong to us or our third party licensors. All rights are reserved. Our name may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without our prior written permission.
5 Service Access
5.1 Whilst we endeavour to ensure that the Site is available 24 hours a day, we shall not be liable if for any reason the Site is unavailable at any time for any period.
5.2 Access to the Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
6 Links to Third Party Sites
6.1 We do not monitor the content of third party websites and any links provided on the Site are for your convenience only. We make no representation or warranty as to the content and availability of such third party websites. We exclude all liability for any third party material made available on the Site or contained on any third party website that it links to.
6.2 No links are permitted to the Site without our express consent in writing.
7 Privacy
7.1 Please refer to our Online Privacy Policy.
8 Disclaimer
8.1 Whilst we endeavour to ensure that the information on the Site is correct, we exclude any and all representations or warranties as to the accuracy and completeness of the material on the Site. We may make changes to the material on this Site or to the products described in it. The material on this Site may be out of date and we make no commitment to update such material.
8.2 The Site is provided to you on the basis that we exclude all representations, warranties (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) about the reliability, quality, timeliness, freedom from viruses or other harmful code, maintenance or availability of the Site or any Content to the maximum extent allowed by law.
9 Liability for use of the Site
9.1 To the fullest extent allowed by any applicable law, we shall not be liable for any direct, indirect or consequential loss (including without limitation, loss of income, profits, goodwill, data, contracts or otherwise), resulting from:
(a) the access or use of the Site;
(b) the temporary or permanent unavailability of the Site;
(c) any corruption or loss of data you may suffer whilst using the Site;
(d) any websites linked to the Site or the material on such websites; or
(e) your downloading of any material from the Site or any websites linked to this Site.
9.2 Nothing in these Conditions shall exclude or limit our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
9.3 You shall indemnify us and keep us indemnified against all losses, costs, claims, demands, damages and expenses (each whether direct or indirect) arising form any claim that your operation, possession or use of the Site or any part thereof in contravention of these Conditions in any way or any materials or information you submit to us infringes the rights of any third party.
10 Termination/Access Restriction
10.1 We reserve the right, in our sole discretion, to terminate or restrict your access to any portion of the Site at any time, without notice. We reserve the right to withdraw any password and user name immediately if, at any time, we believe you are in breach of these Conditions.
11 Purchasing from us
11.1 Products supplied by us are designed for and offered for sale to trade customers working in the Electrical & Mechanical Industry only. Our products are not recommended for use by the general public, therefore members of the general public should not purchase these products.
11.2 Prices, pack quantities and product design of the Goods are subject to change without notice.
11.3 Pictures of our Goods are for demonstration only and may not depict the actual product.
11.4 Load ratings for all products have a minimum 3 to 1 safety factor but published loads are not to be exceeded and must be vertical and static.
11.5 When you submit your order, you are offering to buy the Goods at the price detailed on the Site. We will acknowledge receipt of your order by email. This is not an acceptance of your order. Our contract is not made until we confirm that we have accepted your order by dispatching the Goods. Upon confirmation that we have accepted your order we have entered into a contract with you (the “Sales Contract”)
11.6 We will only ship to countries outside the European Union upon special request and at our sole discretion.
12 Price
12.1 The price of the Goods shall be at the price quoted by us on this website. We have the right, by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control (including but not limited to any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture).
12.2 The price is exclusive of any delivery costs and any applicable value added tax (howsoever called), which you shall be additionally liable to pay to us.
12.3 All additional, new and/or increased customs duties, taxes, fees, charges, freight, freight surcharges, insurance premium, import and export surcharges and/or other extra expenses which become payable relating to the performance of the Sales Contract shall be borne by you.
13 Payment
13.1 The payment shall be made when you place the order by credit/debit card.
13.2 If you fail to make any payment as required herein, then, without prejudice to any other right or remedy available to us, we shall be entitled to:
(a) cancel this Sales Contract or suspend any further deliveries to you;
(b) appropriate any payment made by you to such of the Goods (or goods supplied under any other contract between you and us) as we deems fit; and
(c) charge you interest (both before and after judgment) on the amount unpaid, at the rate of six percent per annum until payment in full is made, a part of month being treated as a full month for the purpose of calculating interest.
13.3 We will not dispatch the Goods until we receive payment in full.
14 Delivery
14.1 Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence of the Sales Contract unless previously agreed by us in writing. The Goods may be delivered to you in advance of the quoted delivery date upon giving you reasonable notice.
14.2 If the shipment or delivery is delayed in whole or in part by reason of any Acts of God or any cause beyond our reasonable control, we may extend the time of shipment or delivery for and to the extent so prevented thereby. If we fail to deliver the Goods (or any installment thereof) for any reason other than any cause beyond our reasonable control, or the your fault, and we are accordingly liable to you, our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
14.3 In the event you fail to take delivery of the Goods or fails to give us adequate delivery instructions at the time stated for delivery, then without prejudice to any other right or remedy available to us, we may:
(a) store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage;
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Sales Contract; or
(c) charge you for any shortfall below the price under the Sales Contract.
15 Warranty Claims
15.1 Subject to the conditions set below we warrant that the Goods will correspond with their specifications at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of delivery. This warranty is given by us subject to the following conditions:
(a) we shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you;
(b) we do not make or assume any warranties of any kind, express or implied, which extend beyond the description of the Goods in the Sales Contract;
(c) we shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow our instructions, misuse or alteration or repair of the Goods without our approval;
(d) we shall be under no liability under the above warranty or any other warranty, condition or guarantee if the total price for the Goods has not been paid by the due date for payment.
(e) subject as provided herein, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
15.2 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to us within fifteen days from the date of delivery, or where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. Each claim shall set forth the grounds in detail. The Goods shall then be inspected jointly and our representatives shall be permitted to take samples and make such inspections as they deem necessary.
15.3 If you fail to notify us accordingly, you shall not be entitled to reject the Goods and we shall have no liability for such defect or failure, and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Sales Contract.
15.4 Where a valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Conditions, we shall be entitled to replace the Goods (or the part in question) free of charge, or at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price), but we shall have no further liability to you.
16 Liability for Sale of Goods.
16.1 Except in respect of death or personal injury caused by our negligence, we shall not be liable to you by reason of any representation (except fraudulent ), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions or the Sales Contract, for any indirect, special or consequential damage (whether for loss of profit or otherwise), cost, expenses or other claims for compensation whatsoever (whether caused by our negligence, our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you, and
16.2 Our entire liability under or in connection with the Sales Contract shall not exceed the price of the Goods, except as previously provided in these Conditions.
16.3 Any legal action on any grounds whatsoever must be brought by you within twelve months from the date of delivery.
16.4 If you resell the Goods, you shall cause the terms of these Conditions to apply to the resale, without reservation. If you fail to do so, you shall indemnify us and keep us indemnified in respect of all actions, suits, claims, damages, costs and expenses in connection with liability related to the Goods beyond the liability stipulated herein.
17 Returns
17.1 Requests for the return of goods should be made to our Customer Service Team, telephone +44 (0) 121 359 444 or email enquiries@negurosu.com giving reasons for the return and quoting the invoice details. Upon receipt of this information you will be given a Returns Number to quote on your paperwork. Please note any goods returned not following this procedure will not be accepted.
17.2 Where we are not at fault or the Goods are not returned under distance selling rules but a return is authorised, a 25% handling charge will be deducted from the resulting credit and all carriage costs are your responsibility.
18 Risk and Property
18.1 Risk of damage to or loss of the Goods shall pass to you at FOB our Property or if you wrongfully fail to take delivery of the Goods, the time when we have tendered delivery of the Goods.
18.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by us to you for which payment is then due.
18.3 Until such time as the property in the Goods passes to you, you shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from yours and any third parties’ goods and keep the Goods properly stored, protected and insured and identified as our property but shall be entitled to resell or use the Goods in the ordinary course of it business.
18.4 Until such time as the property in the Goods passes to you and provided the Goods are still in existence and have not been resold, we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any of your premises or any third party where the Goods are stored and repossess the Goods.
19 General
19.1 Failure by us to exercise any right or remedy under these Conditions or in a Sales Contract does not constitute a waiver of that right or remedy.
19.2 If any provision of these Conditions or a Sales Contract is held by a court to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
20 Trade Term
20.1 The trade definition of the Sales Contract shall be subject to the INCOTERMS 2000.
21 Arbitration
21.1 All disputes, controversies or differences which may arise between you and us, out of or in connection with or in relation to these Conditions or the Sales Contract, or for the breach thereof, shall be settled by arbitration in England. The award of arbitrator(s) shall be final and binding upon both you and us.
22 Choice of Law and Jurisdiction
22.1 These Conditions and any Sales Contract are governed by English Law and you agree to submit to the exclusive jurisdiction of the English Courts.