Terms & Conditions of Sale

1. How these terms apply

These are the terms on which Nexus Industrial Supply Limited supplies goods. They apply to every quotation we issue and every order we accept, to the exclusion of any other terms.

They are written for business customers. If you are buying as a consumer, please tell us before ordering, as different rules apply and these terms are not suitable.

These are terms of sale. Use of our website is governed separately by our Website Terms & Conditions.

2. Definitions

Term	Meaning
We, us, our	Nexus Industrial Supply Limited, registered in England and Wales, registered office Radley House, Richardshaw Road, Leeds, LS28 6LE.
You, your	The business placing the order.
Goods	The components, equipment or other items described in our Order Confirmation.
Quotation	A written quotation issued by us, including any specification, lead time and validity period stated on it.
Order	Your order for Goods, however submitted.
Order Confirmation	Our written acceptance of an Order.
Contract	The contract between us formed under clause 3, comprising the Order Confirmation, the Quotation it relates to, and these terms.

3. Basis of the contract

• A Quotation is not an offer capable of acceptance. It is valid for the period stated on it, or 30 days from its date if no period is stated, and remains subject to availability and to confirmation at the time of order.
• An Order is an offer by you to buy the Goods on these terms. We are not obliged to accept it.
• A Contract is formed only when we issue an Order Confirmation. Nothing else — including an acknowledgement of receipt, a proposed delivery date, or the fact that we have begun sourcing — constitutes acceptance.
• These terms apply to the exclusion of any terms you seek to impose or incorporate, whether in a purchase order, supplier portal, framework agreement, correspondence or elsewhere, and whether or not those terms purport to prevail. Any such terms are excluded unless we have expressly agreed to them in writing, signed by a director.
• Where a Quotation and these terms conflict, the Quotation prevails for that Contract.
• A description, specification, image or catalogue reference is issued for information only. It does not form part of the Contract and is not a sale by sample or description unless the Order Confirmation says so.

4. Quotations and prices

Prices are those set out in the Quotation. They exclude VAT, which is charged at the rate applying on the tax point date.

• Prices are based on the quantity, specification, delivery point and lead time quoted. A change to any of those may change the price.
• We may adjust the price before delivery, by notice to you, to reflect an increase in our cost of supply that is beyond our control — including a change in the manufacturer’s or supplier’s price, a change in currency exchange rates, an increase in freight or duty rates, the imposition of a tariff, or a change in the law. Where we do, you may cancel the affected part of the Order without charge by notice within five working days, provided the Goods are not special order items under clause 6.
• Where a Quotation is priced in a currency other than sterling, the exchange rate applied is the rate at the date of invoice unless the Quotation fixes a rate.
• Unless the Quotation says otherwise, prices are for the full quantity quoted. We are not obliged to supply a part quantity at the quoted unit price.

5. Specification and your responsibilities

We source to the specification you give us. That places a real responsibility on you, and it is the single most common source of difficulty in this trade.

• You are responsible for the accuracy and completeness of the part numbers, manufacturer names, ratings, revision levels, quantities, drawings and delivery details you supply, and for telling us of anything that affects suitability.
• You are responsible for satisfying yourself that the Goods are suitable for your application, installation and operating environment — including any hazardous area classification, safety integrity requirement, certification or approval. We do not carry out application engineering and we give no advice on suitability unless we do so expressly in writing.
• Where you supply a drawing, sample or specification, you warrant that doing so does not infringe any third party’s rights, and you will indemnify us against any claim that it does.
• If the Goods supplied match the specification you gave us, they are not defective merely because they do not suit your application.
• If you become aware that a specification is wrong, tell us immediately. Once we have committed to a purchase from a supplier, a change may not be possible and clause 11 applies.

6. Obsolete, surplus and hard-to-find goods

A significant part of what we do is finding components that are discontinued, allocated or otherwise difficult to obtain. Those supplies work differently, and this clause governs them.

• We source obsolete and hard-to-find Goods on a reasonable endeavours basis. Availability is not guaranteed until we issue an Order Confirmation, and remains subject to the item still being available from the source when we place our own order.
• Such Goods may be new old stock, surplus, ex-stock from a third party, or refurbished. Where we know the condition, we state it on the Quotation. Where the Quotation states a condition, that is the condition contracted for.
• Original manufacturer packaging, labelling, certification, date codes and documentation may not be available for these Goods. We supply what we receive.
• Goods sourced specifically against your Order, and any Goods described on the Quotation as special order, non-stock, obsolete, made-to-order or cut-to-length, are non-cancellable and non-returnable except where they are defective.
• Where a manufacturer’s warranty has expired or does not transfer, clause 10 explains what cover remains.

7. Delivery

Unless the Quotation says otherwise, Goods are supplied delivered and carriage paid to the delivery address stated on the Quotation, on Incoterms® 2020 DAP terms. Unloading is your responsibility.

• Delivery is completed when the Goods arrive at the delivery address. Where you or your carrier collect, delivery is completed when the Goods are made available for collection at the point we notify.
• Delivery dates and lead times are estimates given in good faith. They are not guaranteed and time is not of the essence unless we have agreed a firm date in writing and expressly accepted that time is of the essence for that Contract.
• We may deliver in instalments. Each instalment is a separate Contract. A delay or defect in one instalment does not entitle you to cancel any other.
• We are not liable for any delay caused by your failure to provide adequate delivery instructions, access, or any information we need in order to supply.
• If you do not take delivery within five working days of us notifying that the Goods are ready, we may store them at your risk and cost, or after 30 days sell or dispose of them and charge you any shortfall.
• Where delivery is outside the United Kingdom, you are the importer of record unless the Quotation states otherwise, and you are responsible for import duties, taxes, clearance and any local approvals.

8. Risk and title

• Risk in the Goods passes to you on completion of delivery under clause 7.
• Title does not pass until we have received payment in full, in cleared funds, for those Goods and for every other sum then due from you to us on any account.
• Until title passes you must hold the Goods as our bailee: store them separately, keep them identifiable as our property, keep them in satisfactory condition and insured against all usual risks for their full price, and not remove, deface or obscure any identifying mark or packaging.
• You may resell or use the Goods in the ordinary course of your business before title passes, but you do so as principal and not as our agent. Where you resell before title has passed, you hold the proceeds on trust for us to the extent of the sums outstanding, and must not mix them with other money where practicable.
• Your right to possession ends immediately if an event in clause 18 occurs, or if you fail to pay any sum when due. At any time thereafter we may require delivery up of the Goods, and if you do not comply promptly, enter any premises where they are stored to recover them.

9. Inspection, shortages and damage

Please inspect Goods on arrival. The periods below are short by design: they exist so that a claim can still be made against a carrier or supplier, and we cannot pursue one on your behalf after they close.

Issue	Tell us within	Also required
Damage visible on delivery	3 working days of delivery	Sign the carrier’s note as damaged, and keep the packaging
Shortage or incorrect item	5 working days of delivery	Quote the despatch note and Order Confirmation number
Non-delivery	10 working days of the date of our invoice	—
Defect not reasonably apparent on inspection	7 days of discovery, and in any event within the warranty period in clause 10	Do not install or continue to use the Goods once the defect is known

If you do not notify us within these periods, the Goods are treated as accepted and we have no liability for the issue concerned. Goods must not be returned without authorisation under clause 11.

10. Warranty

We are an independent sourcing and supply company. We do not manufacture the Goods, and we do not add a warranty of our own on top of the manufacturer’s.

• We pass through to you the benefit of any warranty given by the original manufacturer, to the extent that it is transferable. Where the warranty is not transferable, we will use reasonable endeavours to pursue a claim under it on your behalf.
• The duration, scope and remedy available are those the manufacturer gives. Where a manufacturer’s warranty has expired, does not apply, or was never given — which is common for the Goods described in clause 6 — no warranty is available and the Goods are sold on that basis.
• We will administer a valid warranty claim: register it with the manufacturer, arrange return where required, and keep you informed. We cannot compel a manufacturer to accept a claim, and we are not liable if it does not.
• Where we are able to establish that Goods did not conform to the Quotation specification at the point of delivery, our obligation, at our option, is to replace them, source an equivalent, or refund the price paid. That is your sole remedy and it is subject to clause 15.

When cover does not apply

• Fair wear and tear, or deterioration in storage after delivery.
• Incorrect installation, commissioning, wiring, configuration or maintenance.
• Use outside the manufacturer’s published ratings, duty cycle or environmental limits.
• Alteration, repair, disassembly or removal of markings, seals or labels by anyone other than the manufacturer or a person authorised by it.
• Damage caused by external factors, including power surges, contamination, vibration, corrosion or misuse.
• Goods used in a hazardous area, safety-related or life-critical application where you have not confirmed the certification requirement to us in writing before order.

11. Returns and cancellation

• No Goods may be returned without our prior written authorisation and a returns reference. Goods returned without one may be refused or returned to you at your cost.
• Where we authorise a return of correctly supplied Goods as a commercial accommodation, the Goods must be unused, in their original unopened packaging and in resaleable condition, and reach us within 14 days of authorisation. A restocking charge applies, which we will confirm at the point of authorisation, together with the cost of carriage.
• Goods described on the Quotation or Order Confirmation as special order, non-stock, obsolete, made-to-order, cut-to-length or sourced specifically against your Order cannot be returned or cancelled except where they are defective.
• Once we have issued an Order Confirmation, an Order may be cancelled only with our written consent. Where we consent, you are responsible for all costs and commitments we have reasonably incurred, including any liability we have to our own supplier, restocking or cancellation charges levied on us, and freight already incurred.
• Nothing in this clause limits your rights where Goods are defective or do not match the Quotation specification.

12. Payment

Terms	Detail
Approved credit accounts	Payment in full by the last day of the month following the month of invoice (30 days end of month).
All other customers	Payment in cleared funds before despatch, against a pro forma invoice.
Currency	As stated on the invoice.
VAT	Charged in addition at the prevailing rate.

• A credit account is opened at our discretion, subject to references and to a credit limit we set. We may review, reduce or withdraw a credit limit at any time on notice.
• Time of payment is of the essence.
• We may invoice on despatch, or on the date the Goods are made available for collection where you fail to take delivery.
• If you do not pay on the due date we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and recover our reasonable costs of recovery. Interest accrues daily from the due date until payment, before and after judgment.
• You must pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law. We may set off any amount you owe us against any amount we owe you.
• A dispute about part of an invoice does not entitle you to withhold the undisputed balance.
• Where an Order is large, of long lead time, or involves a supplier requiring payment in advance, we may require a deposit or stage payments. Any such requirement will be stated on the Quotation.

13. Counterfeit avoidance and documentation

• We source from suppliers we consider appropriate for the Goods concerned, and we take reasonable steps to avoid the supply of counterfeit or misrepresented parts.
• We pass on the documentation we receive with the Goods. Where you require specific documentation — a certificate of conformity, test certificate, material traceability, ATEX or IECEx documentation, or a certificate of origin — you must state that requirement in writing before order, so that it can be sourced and priced. We cannot guarantee documentation that was not specified before order, particularly for the Goods described in clause 6.
• If you suspect that Goods are counterfeit or misrepresented, stop using them, quarantine them, and tell us immediately with supporting evidence. We will investigate with our supply chain, and where the concern is substantiated we will replace the Goods or refund the price paid.
• You must not return suspect Goods into the supply chain.

14. Export control, sanctions and end use

• The Goods may be subject to UK, EU, US or other export control, dual-use and sanctions rules. You must comply with all of them.
• You warrant that you are not owned or controlled by, and are not acting on behalf of, any person subject to sanctions, and that the Goods are not intended for a sanctioned party, destination or end use.
• You must tell us before order if the Goods are intended for a military, nuclear, aerospace, chemical, biological or other controlled end use, or for onward supply to a country subject to restrictions.
• You must not export, re-export or transfer the Goods in breach of any applicable control.
• We may refuse, suspend or cancel any Order on compliance grounds at any time, without liability and without giving reasons. Where a licence is required and is refused or delayed, the Contract is suspended and either of us may terminate it without liability, other than for Goods already delivered.
• You will indemnify us against any loss, penalty or cost we suffer as a result of your breach of this clause.

15. Our liability

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability that cannot lawfully be excluded or limited.

Subject to that:

• All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted by law.
• We are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss of profit, loss of sales, loss of business or revenue, business interruption, loss of production or plant downtime, loss of contract, loss of anticipated savings, loss of goodwill or reputation, the cost of removal or reinstallation of Goods, or any indirect or consequential loss.
• Our total liability in connection with a Contract is limited to the price paid for the Goods giving rise to the claim.
• We are not liable for any loss arising from your reliance on a description, specification, drawing or technical document originating from a manufacturer or third party, nor for any loss arising from a specification you supplied.
• We are not liable for any failure or delay caused by an event under clause 17.

You should insure against the risks that these limits leave with you. These limits are reflected in our prices, and we are willing to discuss a different allocation of risk where a Contract warrants it — please raise it before order.

16. Intellectual property

• Nothing in a Contract transfers any intellectual property in the Goods to you. Goods bearing a manufacturer’s marks are supplied with those marks intact, and you must not remove, alter or obscure them.
• Nothing in a Contract gives you any right to use our name, logo or marks, or those of any manufacturer, other than to identify the Goods.
• Where Goods are made or modified to your drawing or specification, you will indemnify us against any claim that doing so infringes a third party’s rights.

17. Force majeure

We are not liable for any failure or delay in performing our obligations caused by an event beyond our reasonable control. That includes an act of God, fire, flood or severe weather, war, terrorism or civil unrest, epidemic, industrial action, failure of utilities or telecommunications, cyber attack, an act or restraint of government, the imposition of sanctions, embargo or export restriction, closure of a port or transport route, and the failure or insolvency of a manufacturer or supplier, or their withdrawal or discontinuation of a product.

If the event continues for more than 60 days, either of us may terminate the affected Contract by written notice, without liability other than for Goods already delivered and costs already properly incurred.

18. Suspension and termination

We may suspend supply or terminate any Contract, in whole or in part, with immediate effect by written notice if:

• you fail to pay any sum when due and do not pay it within seven days of a written reminder;
• you commit a material breach of a Contract and, where the breach is capable of remedy, do not remedy it within 14 days of notice;
• you suspend or cease to carry on all or a substantial part of your business;
• you become unable to pay your debts as they fall due, enter into an arrangement with creditors, or a step is taken towards your administration, liquidation, winding up or the appointment of a receiver or administrator; or
• your financial position deteriorates such that we reasonably believe your ability to perform is in jeopardy.

On termination all sums outstanding become immediately due, and clauses that by their nature should survive — including those on title, payment, liability, confidentiality, export control and governing law — continue in force.

19. Confidentiality and data protection

Each of us will keep confidential the technical, commercial and pricing information the other discloses in connection with a Contract, and use it only for the purposes of that Contract. This does not apply to information that is public through no fault of the recipient, was already lawfully known, or must be disclosed by law.

Drawings, bills of materials, datasheets and specifications you send us are treated as your confidential information. We share them with a supplier only so far as necessary to source or price the Goods, and we will redact identifying information on request where doing so is practicable.

Personal data is handled in accordance with our Privacy Policy. Each of us is an independent controller of the business contact data exchanged for the purpose of a Contract, and each will comply with applicable data protection law.

20. General

• Entire agreement — the Contract is the entire agreement between us in relation to the Goods and supersedes all prior discussions, quotations and correspondence. Neither of us relies on any statement not set out in it. Nothing limits liability for fraudulent misrepresentation.
• Variation — a variation is effective only if in writing and signed on our behalf.
• Assignment — we may assign or subcontract any of our rights or obligations. You may not do so without our written consent.
• Severance — if any provision is found unenforceable, it is modified to the minimum extent necessary or deleted, and the rest continues in force.
• Waiver — a failure or delay in enforcing a right is not a waiver of it.
• Notices — notices must be in writing and sent to the registered office or to the email address used for the Contract. Notice by email is deemed received on the next working day.
• Third party rights — no one other than you and us has any right to enforce a Contract under the Contracts (Rights of Third Parties) Act 1999.
• Anti-bribery and modern slavery — each of us will comply with the Bribery Act 2010 and the Modern Slavery Act 2015, and will not do anything that would cause the other to breach them.

21. Governing law and jurisdiction

Every Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. How to contact us

Nexus Industrial Supply Limited, Radley House, Richardshaw Road, Leeds, LS28 6LE. Email sales@nexusindustrialsupply.co.uk.