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Nelson Adams NACO

Terms & Conditions

1 Definitions:
1.1 'Buyer' means the person who buys or agrees to buy the goods from the Seller. 
1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller. 
1.3 'Delivery Date' means the date specified by the Seller when the goods are to be delivered. 
1.4 'Goods' means the articles which the Buyer agrees to buy from the Seller. 
1.5 'Price' means the price for the Goods excluding carriage, packing,and insurance. 
1.6 'Seller' means Nelson Adams NACO 160 N CACTUS AVE RIALTO CA 92376

2 Conditions applicable 
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document. 
2.2 Our quotations are not offers for sale. There is no contract until we confirm acceptance of your order in writing or a purchase order is issued by the buyer and received by seller. 
2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. 
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions. 
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 
2.6 All sales are final unless otherwise agreed between seller and buyer, in the event of cancellation/modification, buyer must notify seller in writing within 48 hours after placement of the order and shall be stated on the original purchase order. Penalties and restrictions apply. 

3 The Price and payment 
3.1 The Price shall be the price set out on the face of the Sales Order Acknowledgement. The Price is exclusive and shall be due at the rate ruling on the date of the Seller's invoice. 
3.2 Payment of the Price shall be due net 30 days, starting from the day materials are received. Time for payment shall be of the essence. 
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4%. 
3.4 The Seller reserves the right to require payment with order at any time. 

4 The Goods 
The quantity and description of the Goods shall be as set out in the Seller's Sales Order Acknowledgement.

5 Warranties and liability 
5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description or sample given by the Seller. All other warranties conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded. 
5.2 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract. 
5.3 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods. 
5.4 If goods supplied by us are shown to our satisfaction to be defective through faulty materials or workmanship and if for this purpose at our request goods are returned to us (in which case only will we bear the expense of returning these goods), we undertake that we will either (a) replace such goods at our expense or (b) credit you with the price paid therefore. Our obligations under this clause shall exclude and be adopted in place of any other Condition or warranty as to the goods or their suitability or fitness for any particular purpose whether express or implied by law or otherwise or any collateral warranty whenever given unless in writing over the signature of one of our Directors. Should any modifications be made to our product's by other trades without our consent or prior knowledge in writing voids any obligation to warranty. This Warranty cannot be honored unless Nelson Adams is paid in full for the project.

NELSON ADAMS SHALL NOT BE LIABLE FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES ARISING FROM ANY PRODUCT DEFECT.

6 Delivery of the Goods (unless specified otherwise): 
6.1 Delivery of the Goods shall be made to the Buyer's address in the US on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 
6.2 While everything reasonably possible will be done to adhere to delivery dates promised, no penalty or liability for late delivery will be accepted by us. 
6.3 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. 
6.4 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 1 month of the Delivery Date. 
6.5 Exports shall be on an ex works basis, unless otherwise specified. 

7 Acceptance of the Goods 
7.1 The Buyer shall be deemed to have accepted Goods 7 days after delivery to the Buyer. 
7.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract. Buyer shall be responsible for checking that goods are in working condition and are not damaged. If so reject or state any defects on the bill of lading.

 

8 Title and risk 

8.1 The Goods shall be at the Buyer's risk as from delivery. 
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until: 
8.2:1 the Buyer shall have paid the Price and 
8.2:2 no other sums whatever shall be due from the Buyer to the Seller. 
8.3 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property. 
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. 
8.5 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller. 
8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer pursuant to this Agreement shall cease. 
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. 
8.8 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable. 
8.9 The specification [s] and design [s] of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party, and shall keep the Seller indemnified accordingly. 

9 Miscellaneous 
9.1 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods in particular the Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods. 
9.2 If the Buyer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer's goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Seller may in its absolute discretion and without prejudice to any other rights which it may have: 
9.2.1 suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part; and/or 
9.2.2 exercise any of its rights pursuant to clause 8. 
9.3 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever. 
9.4 Any notice required to be served pursuant to this contract of sale shall be in writing and served by first class post or by hand on the Seller at RIALTO CA or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer's registered office or principal place of business. 
9.5 The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller's possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Seller under this or any other contract. 
9.6 For the avoidance of doubt please be aware that it is the Seller's policy to run periodic credit checks on all customers. 
9.7 The Seller shall not be liable to the Buyer or in breach of contract where performance of its obligations is prevented, frustrated or impeded as a result of any act of God, war, or civil disturbance, strikes or other industrial action, government or other authority, laws, regulations or orders, national emergencies, lockout, fire flood, draught tempest, import or export restrictions, power failure, difficulty in obtaining materials or Goods or any other cause beyond the control of the Company. 
9.8 The Seller reserves the right to make a charge for the provision or modification of tooling. 
9.9 For the avoidance of doubt unless otherwise agreed all tools or dies remain the property of the Seller.