Effective from 21st February 2018 until further notice

  1. Contract
  2. Nemesis Limited (“The Company”) contracts its supply of products and services to all registered customers (“The Customer”) with the following terms only. These Terms and Conditions shall apply to sales of Goods by the Company to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Company in writing. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.

  3. Products
  4. The Company reserves the right to alter specifications to any of their products without prior notice or consultation, and may substitute another product to fulfil the function required if the original is unavailable or discontinued. The Company reserves the right to cancel any order. Where a sample of the Goods is shown to and inspected by the Customer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.

  5. Orders
  6. Orders may be received by phone, E-mail, internet, Fax or post. Phone orders will require full payment or written confirmation via internet, fax or email prior to dispatch. A signed or system generated purchase order is required for all other order types. The order deadline for same day despatch is 16:00 hours, subject to stock availability. The Company shall not be held liable for deliveries where a third party fails to meet deadlines.

  7. Order cancellation
  8. Nemesis will not accept cancellations for any goods which, at our discretion, are deemed to be specially ordered or with limited resale opportunity. For general orders a written cancellation request must be submitted prior to goods being despatched. All deposits are non-refundable.

  9. Price and Payment

    1. The price shall be the Manufacturer’s Suggested Retail Price (MSRP) less agreed discount, unless otherwise agreed in writing between the parties. The price is exclusive of VAT or any other applicable costs.
    2. Credit terms may be offered subject to satisfactory credit vetting of the Customer by the Company. The offer of credit will be at the sole discretion of the Company.
    3. Where credit is offered, payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Company, unless otherwise agreed in writing. In cases where credit is not offered, payment will be required before release of goods by the Company.
    4. For high value orders or orders exceeding the agreed credit limit, a deposit may be required before the order can be accepted and confirmed by The Company.
    5. The Company shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.25% per cent per annum above the base rate of the National Westminster Bank
    6. If payment of the price or any part thereof is not made by the due date, the Company shall be entitled to:

      1. require payment in advance of delivery in relation to any Goods not previously delivered;
      2. refuse to make delivery of any undelivered Goods without incurring any liability whatsoever to the Customer for non-delivery or any delay in delivery;
      3. take appropriate legal action. In any case where such action is needed, all costs incurred will be added to the outstanding amount.

  10. Delivery Charges
  11. The Company reserves the right at any time to determine the best method of shipping, therefore could amend or modify delivery charges without prior notification. Based on size, shape, weight and/or amount of goods, various surcharges and/or fees may be imposed on your shipment in addition to the prices quoted. This may also be imposed on orders which are part-shipped, delivered to an address out of the standard zone and/or upgraded, at the discretion of The Company.

  12. Risk and Title of goods
  13. The property of goods, fixed or unfixed, supplied under the contract will not pass from The Company to The Customer until such goods and materials and all other sums due from The Customer under the contract have been paid in full. Risk in the Goods shall pass to the Customer upon receipt of the goods. Where the Customer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

  14. Acceptance
  15. Within 48 hours of receipt, all goods should be inspected for any shortages, defects or non-conformity. After this 48-hour period, all goods are deemed to have been accepted. Any credit note claims in respect of shortages or defects must be received by The Company in writing within 7 working days of delivery and must clearly refer to a notification made within 48 hours of delivery.

  16. Returns
  17. The Company does not supply goods on a sale or return basis. Returns will only be accepted in respect of damaged, faulty or incorrectly supplied items. Faulty goods returned within 3 months of purchase will be replaced with equivalent items. Goods returned as faulty but found to be working properly will be repackaged and returned to The Customer. All packaging and shipping costs incurred will be charged to the Customer. Damaged goods will be replaced on identification of being damaged in transit and subject to The Company being notified within 48 hours of receipt of the goods. In cases where the goods supplied are different to those ordered, the normal Goods Return Note (GRN) process should still be followed. All returns must be pre-notified to obtain a valid GRN number. Returns outside the GRN process will not be accepted. Should The Customer agree to refund or replace an item without it first being examined by the Company does so entirely at their own risk.

  18. Warranty
  19. Unless otherwise stated, goods shall be covered by the manufacturer’s standard warranty terms and provisions. This warranty will be for no less than 12 months from delivery. Should products become defective within 3 months of purchase, The Company will replace them via the GRN process. Defective items identified after 3 months will be subject to the manufacturer’s warranty claim process and goods should not be returned to The Company unless specifically requested. All warranties will be invalidated if damage is caused by incorrect installation, use of excessive force or general wear and tear.

  20. Liability
  21. The Company will not be held responsible or liable for any damage or injury to persons or property caused by the misuse of any product distributed by themselves or via their sub distributors. All products are supplied and installed at The Customer’s own risk.

  22. Intellectual property rights
  23. All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Company, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.

  24. Force majeure
  25. The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Company considers unreasonable, it may, without liability on its part, terminate the contract.

  26. Relationship of parties
  27. Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

  28. Assignment and sub-contracting
  29. The contract between the Customer and the Company for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of the Company.

  30. Applicable law
  31. If any part of these terms and conditions is found to be invalid for any reason this will not affect the rest of the terms in this document, which will remain valid in all respects. The above terms shall be construed in accordance with English law and shall be subject to the jurisdiction of the English courts.