STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF:
NSR Management Limited, a company registered in England and Wales with Company Number 03574827 and registered company address, 3 Prebendal Court, Oxford Road, Aylesbury, HP19 8EY, United Kingdom (“Supplier”)

• 1. DEFINITIONS
  

  In this document the following words shall have the following meanings:

  "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;

  "Customer" means the organisation or person who purchases goods and services from the Supplier;

  "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

  "Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier;

• 2. GENERAL
  • 2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer and any terms and conditions set out on any purchase order or otherwise provided by the Customer which are in addition to or at variance with this Agreement shall be void and of no effect.
  • 2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable and shall constitute acceptance of the Customer’s order ("Acceptance").
  • 2.3 The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. Upon Acceptance the Customer may not cancel an order unless the Customer has notified the Supplier of a problem with the Specification Document in accordance with this Clause 2.3. All Specification Documents shall be subject to these Terms and Conditions.
  • 2.4 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
• 3. PRICE AND PAYMENT
  • 3.1 The price for the supply of goods and services are as set out in the pricelist as detailed on the Supplier’s website at www.nsrm.co.uk. The Supplier shall invoice the Customer upon despatch of the goods.
  • 3.2 Invoiced amounts shall be due and payable within 14 days of receipt of invoice. The Customer shall pay an interest charge on any undisputed overdue sum outstanding to the Supplier at the rate of 8% above Bank of England Sterling base rate as at the date of invoice. The Customer shall notify the Supplier in writing within 7 days of receipt of an invoice that the invoice is in dispute. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
• 4. DELIVERY
  • 4.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
  • 4.2 All risk in the goods shall pass to the Customer upon delivery. Title in the goods shall not pass to the Customer until the Supplier has been paid in full for the goods.
  • 4.3 For the sake of clarity, the Customer shall have no right to return the goods except in the event that the goods are damaged during delivery and the Customer has written ‘Damaged’ on the delivery note and/or courier’s receipt when signing for receipt of the goods.
• 5. WARRANTY EXCLUSIONS
  • 5.1 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier. The Supplier specifically excludes but without limitation all conditions, warranties, representations or other terms relating to this Agreement hereto including any conditions, warranties, representations or other terms that might otherwise be implied or incorporated into this Agreement, such as those of satisfactory quality, fitness for a particular or any purpose, or ability to achieve any particular result.
• 6. LIMITATION OF LIABILITY
  • 6.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to 125% of the price paid by the Customer for the goods and services to which the claim relates.
  • 6.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
  • 6.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
• 7. INTELLECTUAL PROPERTY RIGHTS
  • 7.1 The Supplier is the owner or licensee of the patent, copyright, trade secrets, trademarks and any other Intellectual Property Rights which subsist in the goods and services. All Intellectual Property Rights which subsist in the goods and services shall remain vested in the Supplier or its licensors. Any rights not expressly granted herein are reserved to the Supplier.
  • 7.2 The Customer may not copy, sell, assign, license, lease, rent, loan, lend, transmit, network, or otherwise distribute, transfer or make available the goods and services in any manner to third parties without the express prior written consent of the Supplier.
• 8. GOVERNING LAW
  • 8.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
• 9. GENERAL
  • 9.1 If an English Court judges any provision of this Agreement to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall remain valid and enforceable. No waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto. No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof or the exercise of any such power or right under this Agreement. This Agreement may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by duly authorised representatives of Us and You. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from the Act. Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder. All notices made pursuant to this Agreement must be made in writing and marked for the attention of “The Company Secretary”. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous representations, agreements and other communications between the parties, both oral and written.