The customer’s attention is drawn in particular to the provisions of Clause 9.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm, acting in the course of a business, who purchases the Goods from the Supplier.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Supplier: Neo Elegance Ltd, a company registered in England and Wales at Companies House No. 9178595. Our Registered Office is 4 St. Andrews House, Vernon Gate, Derby, DE1 1UJ United Kingdom. Our registered VAT number is 261062143
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier has accepted the Order, at which point the Contract shall come into existence.
2.5 Any descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.7 Where the Goods are to be delivered to a location outside of the UK, additional terms apply (see Clause 12).
The Goods are described in the Supplier’s catalogue or website and the Supplier reserves the right to amend the Goods if required by any applicable statutory or regulatory requirements.
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply or delivery of the Goods.
4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
4.5 If the Customer fails to take or accept delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 3rd Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.1 The Supplier warrants that on delivery, and for a period of 12 months after delivery (the warranty period), for Goods delivered to the UK only, the Goods shall be free from any manufacturing defect.
5.2 Subject to Clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that the Goods have developed a manufacturing defect; and
(b) the Supplier is given a reasonable opportunity of examining such Goods or, as the Supplier’s request the Customer returns such Goods to the Supplier’s place of business at the Customer’s cost (but the Customer must not return the Goods to the Supplier unless requested to do so) or provides photographs or video of the Goods at the Suppliers request (to allow for visual assessment); and
(c) if the Supplier agrees that there is a manufacturing defect with the Goods and the defect has not been caused by one the matters referred to in clause 5.3 below;
the Supplier shall, at its option, repair or replace the defective Goods, but the Supplier will not provide a replacement of the Goods whilst any inspection or repair is being completed.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with Clause 5.2;
(b) the defect arises due to the Customer failing to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of the Supplier;
(d) the defect arises as a result of damage whosoever caused by the Customer (accidental or otherwise), fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; careless or heavy handling of the Goods; or
(e) the Supplier has failed to use the Goods strictly as demonstrated by the Supplier (see Clause 13), has failed to follow training procedures set by the Supplier, or does not adhere to any instructions (whether given by way of a user manual or training) provided by the Supplier; or
(f) the Buyer has made use of the Goods that would be not be considered “normal use” i.e. the Goods have been used with a voltage converter, used on a current or voltage other than advised on the charger supplied with the Goods, any negligent or misuse of the Goods or use that would not be considered generally as normal use, or the Supplier has failed to follow best practices and procedures in relation to the Goods.
5.4 Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier for the remainder of the original warranty period but any repairs or replacement Goods do not extend the original warranty period and no further warranty period will apply.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall pass to the Customer once payment for the Goods has been received in full.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order.
7.2 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the cost of insurance which is the responsibility of the Customer.
7.3 The Order will set out the costs and charges of any packaging and delivery of the Goods.
7.4 All Goods must be paid for in advance, prior to dispatch.
Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to Clause 9.1:
(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) for the avoidance of doubt, the Supplier shall under no circumstances whatsoever be liable to the Customer for any loss howsoever caused which is due to the Customer’s failures as set out clause 5.3; and
(c) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 20% of the price of the Goods.
10. FORCE MAJEURE
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign all or any of its rights or obligations under the Contract.
(b) The Customer may not assign any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.7 Notices. Except for the service of any proceedings or other documents in any legal action, any notice that is required to be served on a party in connection with this Contract shall be in email only.
11.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
11.9 Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
12. ADDITIONAL TERMS FOR PRODUCTS TO BE DELIVERED OUTSIDE OF THE UK
12.1 The timing and the cost of delivering will be as shown on the Order.
12.2 the Customer is responsible for payment of any import tax, local duties etc. that may be payable upon import and/or delivery of the Goods.
12.3 The Goods will be deemed delivered if, for any reason, they are seized by any import or other government body due to the non-payment of import or any other tax or duties.
12.4 The Customer is also responsible for paying any duties or tax payable on the Goods if they are returned to the Supplier when they are delivered back to the UK.
12.5 VAT will be charged at the applicable rate at the time of the Order. If the Customer is based outside of the European Union and wishes to claim a VAT exemption then the Customer must provide the Supplier with the registered VAT number and the Delivery Location must match the VAT registration details. THE CUSTOMER MUST INFORM THE SUPPLIER BEFORE THE ORDER IS PLACED THAT THE CUSTOMER WISHES TO APPLY FOR THE VAT EXEMPTION as the Supplier cannot provide any VAT refunds on orders once they are placed and paid for.
13.1 The Supplier will inform the Customer if the Supplier is to provide training on how to properly use the Goods in accordance with both manufacturer’s instructions and recommendations (where applicable) and in general good practice. Where such training is provided, it is strictly on how to use the Goods and does not extend to training on any therapies that may be used with the Goods. Where training is provided by the Suppler, the Customer warrants that it will follow the training procedures whenever the Goods are used.
13.2 Where training is to be provided the Customer agrees and warrants that it will:
13.2.1 Attend the training session and ensure that all its staff that will use the products will likewise be trained by the Customer;
13.2.2 Comply with all training manuals provided by the Supplier;
13.2.3 Provide the Supplier with written confirmation that the training has been completed;
13.2.4 Not use the products prior to completion of the training (therefore bookings with clients should not be placed until after the training has been completed).
13.3 The Supplier will inform the Customer of the approximate dates on which training will be provided, but time is not of the essence.