Supply of Goods

1.1 Definitions

In these Conditions, the following definitions apply:

Business Day: any 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 as amended from time to time by No8.

Contract: the contract between No8 and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from No8.

Force Majeure Event: has the meaning given in clause 11.

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.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and No8.

No8: No8 Brands Limited (registered in England and Wales with company number 11926944).

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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 No8 issues a written acceptance of the Order, at which point the Contract shall come into existence.

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3. GOODS

3.1 The Goods are as described by No8 and/or in accordance with any specification between the parties.

3.2 No8 reserves the right to amend the Goods or the specification of the Goods if required by any applicable statutory or regulatory requirements.

3.3 Where a sample of the Goods is shown to the Customer, the sample is used for illustrative purposes only and does not form part of the Contract. The Customer must satisfy themselves as to the suitability and does not itself imply any warranty as to quality.

3.4 If the Customer advertises any of the Goods for sale online, it shall not make any warranty, representation or claim about the Goods in addition to any provided by No8.

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4. DELIVERY

4.1 No8 shall deliver the Goods:

(a) at the location set out in the Order or such other location as may be agreed between the parties; and
(b) at any time after No8 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. No8 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 No8 with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If No8 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 delivery of the Goods within three Business Days of No8 notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which No8 notified the Customer that the Goods were ready; and
(b) No8 shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.6 Risk in the Goods shall pass to the Customer on completion of delivery.

4.7 Title to the Goods shall not pass to the Customer until No8 receives payment in full (in cash or cleared funds) for the Goods and any other goods supplied.

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5. QUALITY

5.1 No8 warrants that on delivery the Goods shall:

(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing within 14 days of receipt of goods that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
(b) No8 is given a reasonable opportunity of examining such Goods,

No8 shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 No8 shall not be liable for the Goods’ failure to comply with the warranty if:

(a) the Customer makes any further use of such Goods after giving notice;
(b) the defect arises because the Customer failed to follow No8’s instructions;
(c) the Customer alters or repairs such Goods without No8’s written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.

5.4 Except as provided in this clause 5, No8 shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty.

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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 not pass to the Customer until No8 receives payment in full (in cash or cleared funds).

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods;
(b) not remove, deface or obscure any identifying mark or packaging;
(c) maintain the Goods in satisfactory condition and keep them insured;
(d) give No8 such information relating to the Goods as No8 may require.

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7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in No8’s published price list in force at the date of delivery.

7.2 No8 may, by giving notice to the Customer at any time up to 2 Business Days before delivery, increase the price of the Goods to reflect any increase in cost due to:

(a) any factor beyond No8’s control;
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered;
(c) any delay caused by instructions of the Customer.

7.3 No8 reserves the right to invoice the Customer on or at any time after completion of delivery.

7.4 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of invoice.

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8. DELIVERY AND DELAY

8.1 Should No8 not make delivery within a reasonable period, the Customer may serve notice requiring delivery within 14 days.

8.2 If No8 fails to deliver within that time, the Customer may cancel the Contract in respect of the affected Goods.

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9. TERMINATION AND SUSPENSION

9.1 If the Customer becomes subject to any insolvency event, No8 may terminate the Contract with immediate effect.

9.2 No8 may suspend or terminate the Contract if the Customer fails to pay any amount due.

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10. LIMITATION OF LIABILITY

10.1 Nothing in these Conditions shall limit or exclude No8’s liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability which cannot be limited or excluded by law.

10.2 Subject to clause 10.1, No8’s total liability shall not exceed the price paid for the Goods.

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11. FORCE MAJEURE

11.1 Neither party shall be liable for failure or delay in performing its obligations if caused by a Force Majeure Event.

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12. JURISDICTION

12.1 These Conditions shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.