1.       Definitions

1.1           The following definitions apply throughout these terms:-

1.1.1         Approved Credit Account Facility means Niels Larsen Limited’s account facility set up for certain customers upon request and by approval

1.1.2         Business Days means Monday to Friday inclusive but excluding bank holidays

2.       The contract between us

2.1         Once we, Niels Larsen Limited (‘NLL’), receive your order our acceptance of your order brings into existence a legally binding contract between us on the terms set out below.

3.       Price

3.1         The price payable for goods that you order are as set out in our price list but we reserve the right to charge the price up until the date of dispatch according to market conditions at the time.

3.2         All prices quoted on our website/catalogue exclude Value Added Tax (“VAT”) which will be levied at the prevailing rate at the time of invoice, packing and delivery.

3.3         The packing and delivery (carriage) charge provided is for delivery to destinations within mainland England and Wales. Destinations with Highlands, Northern Ireland and Islands post codes will be charged carriage at cost.

3.4         Private addresses, requested booking in and overnight deliveries may incur an additional charge

3.5         Due to the size, weight and volume of certain products assistance may be required in off loading the goods at the place of delivery. The carriage costs given are based upon assistance being available, in the event that additional assistance is not available then please contact our sales office to confirm any extra costs that maybe incurred.

3.6         Owing to the disproportionate cost of dealing with small orders NLL reserves the right to make a small order surcharge.

4.       Payment

4.1         We must receive payment of the whole of the price for the goods that you order at the time you place an order unless an Approved Credit Account Facility has been agreed and arranged by us.

4.2         Where an Approved Credit Account Facility has been agreed and arranged by us:-

4.2.1         Payment of invoices for goods properly supplied, whether complete or part orders, is due 30 days nett from date of invoice (‘the Due Date’).  The time of payment shall be of the essence;

4.2.2         If payment is not received by the Due Date we reserve the right to:-

4.2.2.1         Charge interest at the rate of 2% per month compounded monthly;

4.2.2.2         Charge its reasonable costs incurred in seeking to recover any arrears (‘recovery costs’)

4.2.2.3         Suspend further supplies of goods and take any other action as appropriate to recover the debt and any interest accrued and/or recovery costs

4.2.2.4         Nullify and therefore withdraw any discounts which may have been allowed for when the Customer’s order was accepted since such discounts are given only on the basis that payment will be made on time.

5.       Right for you to cancel your contract

5.1         If you are placing an order as an individual then:-

5.1.1         You may cancel your contract with us for the goods you order at any time up to the end of the seventh Business Day from the date you receive the ordered goods. You do not need to give us any reason for cancelling your contract nor will you have to pay any penalty save that;

5.1.2         You cannot cancel your contract, however, if the goods you have ordered are of a special design, size and/or material;

5.1.3         To cancel your contract you must notify us in writing.

5.1.4         If you have received the goods before you cancel your contract then unless you do not have a right to cancel as set out under clause 5.1.2 you must send the goods back to our contact address at your own cost and risk. If you cancel your contract but we have already processed the goods for delivery you must not unpack the goods when they are received by you and you must send the goods back to us at our contact address at your own cost and risk as soon as possible.

5.1.5         Once you have notified us that you are cancelling your contract, any sum paid to us will be re-credited to you as soon as possible and in any event within 30 days of your order PROVIDED THAT the goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the goods delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to you.

5.2         If you are making a purchase as an organisation:-

5.2.1         No order which has been accepted by us may be cancelled by you except with our express agreement and on such terms as we may require;

5.2.2         If NLL agree to cancel the order the Customer will pay to NLL liquidated damages of 25% of the net value of all of the cancelled elements of the order and the Customer agrees that this is a genuine pre-estimate of the loss which NLL will incur as a result of cancellation.

6.       Cancellation by us

6.1         We reserve the right to cancel the contract between us if:

6.1.1                we have insufficient stock to deliver the goods you have ordered;

6.1.2                we do not deliver to your area; or

6.1.3                One or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.

6.2         If we do cancel your contract we will notify you and will re-credit to you any sum paid to us under the contract as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.

7.       Delivery of goods to you

7.1         We will organise the delivery of the goods ordered by you to the address you give us for delivery at the time you make your order.  Our warehouse holds many items in stock but some goods are sent to you direct by the manufacturers and as such your order may be delivered by more than one delivery.

7.2         If premises are likely to be unmanned, you should include instructions on the order to ensure that an authorised signatory will be available when delivery is made.  Abortive deliveries may be subject to a charge being made if appropriate instructions are not included with the order.

7.3         Any time or date given by us for delivery is given as an estimate only and shall not be a binding contractual obligation.  We will endeavour to meet delivery requirements but are not liable for any direct or consequential loss or damage arising from any delayed or advanced delivery.

7.4         Risk in the goods you have ordered will pass to you upon delivery and we will not be liable for their loss or destruction.  You will become the owner of the goods once we receive payment in full and the goods have been delivered to you.

7.5         All measurements and weights given in product specifications or literature are reasonable approximations of actual sizes and weights.  Equivalent Imperial measurements are shown only as a guide.

7.6         NLL warrants that the goods will correspond with the specification at the time of delivery and will perform substantially in accordance with that specification. However this warranty does not extend to products not manufactured by NLL and for such products the Customer shall be entitled only to any warranty or guarantee given by the manufacturer to NLL.

7.7         If NLL prepare the goods in accordance with the Customer’s specifications or instructions (including modification(s) to NLL’s products), the Customer:

7.7.1                must ensure that the specifications or instructions are accurate;

7.7.2                must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which the Customer intends to use them; and

7.7.3                warrant that the specifications or designs will not result in the infringement of any rights belonging to a third party and that the Customer will indemnify NLL in respect of all loss, damage, costs or expenses (including legal and professional fees) which NLL may incur in connection with any such claim or threatened claim by a third party.

7.8         NLL reserves all intellectual property rights (including any design rights) that it may have in the goods.

7.9         The ownership of any tools that NLL needs to make especially for the production of the goods remains with NLL notwithstanding that the Customer may have paid for the cost of making the tools.

7.10       All templates that the Customer supplies to NLL will be supplied on the basis that they are expendable.

7.11       We reserve the right to:-

7.11.1              Change product specifications

7.11.2              Supply substitute items of an equal or superior standard in respect of unavailable products or discontinued lines. Save that should you choose not to accept the substitute goods then the goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the goods delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to you.

8.       Liability

8.1         If the goods we deliver are not what you ordered or are damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 10 Business Days of the delivery of the goods in question if you are purchasing the goods as an individual and within 3 Business Days confirmed in writing within 7 Business Days if you are a business or organisation. We reserve the right to request an image to illustrate any damage or defect. If you notify a problem to us under this condition, our only obligation will be, at your option:

8.1.1                to make good any shortage or non-delivery;

8.1.2                to replace or repair any goods that are damaged or defective; or

8.1.3                To refund to you the amount paid by you for the goods in question in whatever way we choose.

8.2         Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under this condition and we shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the goods in question under clause 8.1.3 above.  In any event, our total liability to you in the event of any breach will be limited to the value of the goods purchased.

8.3         You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase goods from our site. The importation or exportation of certain of our goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the goods you purchase.

8.4         Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.

8.5         Except where you are a Consumer as defined in the Unfair Contract Terms Act 1977 all other warranties, conditions, or terms relating to fitness for purpose, merchantability or condition of the goods, whether implied by Statute, common law, or otherwise, are excluded and you are satisfied as to the suitability of the goods for your purpose.

8.6         We shall not be liable for any defects in the goods which arise from;

8.6.1                any drawing, specification or design supplied by you including modifications to NLL’s products which you have requested or instructed

8.6.2                you not inspecting and maintaining the goods in full accordance with NLL’s recommendations

9.       Notices

Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address at Niels Larsen Ltd, Bishop House, East Burnham Park, Crown Lane, Farnham Royal, Slough, Berkshire, SL2 3SF and all notices from us to you will be displayed on our website/catalogue from to time.

10.     Events beyond our control

We shall have no liability to you for any failure to deliver goods you have ordered or any delay in doing so or for any damage or defect to goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

11.     Invalidity

If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.

12.     Privacy

You acknowledge and agree to be bound by the terms of our privacy policy.

13.     Third party rights

Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the UK 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 that Act.

14.     Governing law

The contract between us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.

15.     Entire agreement

These terms and conditions, together with our current website/catalogue prices, delivery details, contact details and privacy policy, set out the whole of our agreement relating to the supply of the goods to you by us. Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of any goods offered for sale by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

16.     Consumer Contracts Regulations (“CCR”)

Although our customers are mostly business customers, we do accept orders from the general public.  For private individuals only (“customers”) the terms of the CCR apply to all orders.  Where there is a direct conflict between these Terms and Conditions of Sale and provisions of the CCR then the CCR provisions shall prevail.