TERMS OF SALE (BUSINESSES AND CONSUMERS)
INTRODUCTION
Please read these terms of sale carefully.
You will be asked to expressly agree to these terms of sale before placing an order for products from our website.
INTERPRETATION
In these terms of sale, “we” means Ngenco (and “us” and “our” will be construed accordingly); and “you” means our customer or potential customer for products (and “your” will be construed accordingly).
ORDER PROCESS
The advertising of products on our website constitutes an “invitation to treat”, and your order for products constitutes a contractual offer. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.
In order to enter into a contract to purchase products from us, you will need to take the following steps
- add the products you wish to purchase, by way of your personalised login, to your shopping cart and then proceed to the checkout.
select your preferred method of shipping, confirm your order and your consent to these terms of sale.
We will then send you an initial acknowledgement followed by an invoice including shipping costs, at which point your order will become a binding contract.
- We will not file a copy of these terms of sale, specifically in relation to your order. We may update the version of these terms of sale on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We, therefore, recommend that you download, print and retain a copy of these terms of sale for your records.
The only language in which we provide these terms of sale is English.
Before you place your order, you will have the opportunity of identifying whether you have made any input errors by reviewing the shopping cart prior to confirming your order. You may correct any input errors before placing your order by amending the quantities or cancelling the order and restarting the process.
THE PRODUCTS
Ngenco Ultra-Fast Spray Wrap supplied in Metal Containers of Various Sizes.
PRICE AND PAYMENT
Prices for products are quoted on our website. The website contains a large number of products, and it is always possible that some of the prices on the website may be incorrect.
We verify prices as part of our sale procedures so that a product’s correct price will be stated in your invoice.
In addition to the products’ price, you will have to pay a shipping charge, which will be stated on your invoice.
Payment becomes due on receipt of the invoice.
We may withhold the products if the price is not received from you in full in cleared funds.
The prices on the website do not include value-added tax.
Payment for all products must be made by any method detailed on the invoice.
Prices for products are liable to change from time to time, but changes will not affect existing contracts which have been agreed and have come into force.
[If you dispute any payment made to us you must contact us immediately and provide full details of your claim.
If you submit an unjustified credit card, debit card or other charge-back, then you will be liable to pay us within [7] days following the date of the charge-back:
An amount equal to the amount of the charge-back.
- All third-party expenses incurred by us in relation to the charge-back (include charges made by our or your bank or payment processor or card issuer).
- an administration fee of GBP 50 [(including VAT)]; and (iv) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this paragraph (including without limitation legal fees and debt collection fees).]
[Without prejudice to our other rights, if you submit an unjustified credit card, debit card or other charge-back, then we may terminate any contracts between you and us under these terms of sale by giving you written notice of termination.]
[For the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statements and make a charge-back; as a result, this will constitute an unjustified charge-back.]
- YOUR WARRANTIES
You warrant to us that:
- you are legally capable of entering into binding contracts, and you have full
authority, power and capacity to agree to these terms of sale.
- the information provided in your order is accurate and complete; and
- you will be able to accept delivery of the products.
DELIVERY POLICY
All Product are supplied EX WORKS BROMSGROVE UK.
We will arrange for the products to be delivered to the address for delivery indicated on your invoice.
We will use reasonable endeavours to ship your products on or before the date for shipping set out in our invoice or, if no date is set out in our invoice, shipping will take place within 21 days of the date of Invoice payment.
RISK AND OWNERSHIP
Ownership of the Products will only pass to you upon receipt by us of full payment of all sums due in respect of the products (including shipping charges)
The products will be at your risk from the time of shipping and should be insured accordingly.
CONSUMERS: RETURNS POLICY
If you are a business customer, the applicable returns policy is set out in Section [12].
Under the Distance Selling Regulations, you may cancel a distance contract to purchase a product or products from us at any time within 7 working days after the day you received the relevant products or products (subject to the limitations set out below).
In order to cancel a contract in this way, you must give us written notice of cancellation.
[You will not have any such right insofar as a contract relates to:
- the supply of any products that constitute Ngenco’s Product Range that has been unsealed/opened by you.
- the supply of products the price of which is dependent upon fluctuations in financial markets which we cannot control; (
- the supply of goods made to your specifications or clearly personalised; or
- the supply of goods by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly.
If you cancel a contract on this basis, you must promptly return the products to us, in the same condition in which you received them.
If you cancel a contract on this basis, you will be refunded in full (including the cost of sending the products to you). However, you will be responsible for paying the cost of returning the product to us.
- If you cancel a contract on this basis and you do not return the products to us, we may recover the products and charge you for the costs we incur in doing so. Similarly, if you return the products at our expense, we may pass that expense on to you.
- CONSUMERS: STATUTORY RIGHTS
If you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the terms of sale.
- BUSINESS CUSTOMERS: LIMITATION OF WARRANTIES
This Section applies only to business customers, not consumers.
We warrant to business customers that the products purchased from our website will:
conform in all material respects to any applicable specification of such products [published on our website / issued by us]; and
- (b) be free from material defects in materials and workmanship for a period of [12 months] from the delivery date of the products.
These terms of sale set out the full extent of our obligations and liabilities in respect of the products supplied to business customers hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section [15], all conditions, warranties or other terms concerning the products which might otherwise be implied into a contract with a business customer under these terms of sale are expressly excluded.
BUSINESS CUSTOMERS: RETURNS POLICY
This Section applies to business customers, not consumers. If you are a consumer, the applicable returns policy is set out in Section [9].
According to our directions, products may only be returned to us with our prior agreement [at your expense]. Any products returned in contravention of this Section will not be the subject of any refunds or replacements, and you will continue to be liable for payment of the price of such products.
Where you return products to us in accordance with the provisions of this Section, and in our reasonable opinion those products do not conform with the warranties set out in Section [11], then you will be entitled to replacement products (where replacements are available) or, where we agree, a refund of the price paid in respect of those products (including all delivery charges).
REFUNDS
If you cancel a contract and are entitled to a refund, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event, within 14 days of the day, we received your valid notice of cancellation.
FORCE MAJEURE
In this Section and Section [15] below, “force majeure event” means:
- any event which is beyond our reasonable control.
- the unavailability of raw materials, components or products; and/or
- power failure, industrial disputes affecting any third party,
governmental regulations, fires, floods, disasters, civil riots, terrorist attacks, wars or pandemics.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under these terms of sale, those obligations will be suspended for the duration of the force majeure event.
[If we become aware of a force majeure event which gives rise to, or which is likely to give rise to, any failure or delay in us performing our obligations under these terms of sale, we will notify you forthwith.] [We will take reasonable steps to mitigate the effects of the any force majeure event.]
LIMITATIONS AND EXCLUSIONS OF LIABILITY
Nothing in the terms of sale will:
- limit or exclude the liability of a party for death or personal injury resulting from negligence.
- limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party.
- limit any liability of a party in any way that is not permitted under applicable law or exclude any liability of a party that may not be excluded under applicable law. If you are a consumer, any statutory rights which you have, which cannot be excluded or limited, will not be affected by the terms of sale.
The limitations and exclusions of liability set out in this Section [and elsewhere in the terms of sale]:
- are subject to the preceding paragraph.
- govern all liabilities arising under the terms of sale or in relation to the subject matter of the terms of sale, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty. [We will not be liable to you in respect of any losses arising out of a force majeure event.]
[We will not be liable to you in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.]
[If you are a business customer,] we will not be liable to you in respect of any loss or corruption of any data, database or software.]
[If you are a business customer,] we will not be liable to you in respect of any special, indirect or consequential loss or damage.
[If you are a business customer,] our aggregate liability to you under the terms of sale will not exceed the greater of:
the total amount paid and payable by you to us under the terms of sale.]
BUSINESS CUSTOMERS: INDEMNITY
If you are a business customer, you hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal fees and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under these terms of sale.
CONTRACT CANCELLATION
We may cancel a contract to supply products made under these terms of sale immediately by written notice to you if you fail to pay, on time and in full, any amount due to us under the contract or commit any material breach of your obligations to us under the contract.
If you are a business customer, we may cancel a contract to supply products made under these terms of sale if:
- you cease to trade.
- you become insolvent or unable to pay your debts within the meaning of the
Insolvency legislation applicable to you
- a person (including the holder of a charge or other security interest) is
appointed to manage or take control of the whole or part of your business or assets or notice of an intention to appoint such a person is given or documents relating to such an appointment is filed with any court.
- the ability of your creditors to take any action to enforce their debts is suspended,
restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
- any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.
CONSEQUENCES OF CANCELLATION
Upon the cancellation of a contract in accordance with Section [17]:
- we will cease to have any obligation to deliver products that are undelivered at
the date of cancellation.
- you will continue to have an obligation where applicable to pay for products that have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products); and
- all the other provisions of these terms of sale will cease to have effect, except that
Sections [8, 11, 12, 15, 16, 18 and 20] will survive termination and have effect indefinitely.
SCOPE OF THESE TERMS OF SALE
These terms of sale do not constitute or contain any assignment or licence of any intellectual property rights, do not govern the licensing of works (including software and literary works) comprised or stored in products, and do not govern the provision of any services by us or any third party in relation to the products.
GENERAL TERMS
We will treat all your personal information that we collect in connection with your order in accordance with the terms of [our privacy policy]; the use of our website will be subject to [our website terms of use].
Contracts under these terms of sale may only be varied by an instrument in writing signed by both you and us. We may revise these terms of sale from time to time, but such revisions will not affect the terms of any contracts we have entered into with you.
If any provision of these terms of sale is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
No waiver of any provision of these terms of sale, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these terms of sale.
You may not assign, charge, sub-contract or otherwise transfer any of your rights or obligations arising under these terms of sale. Any attempt by you to do so will be null and void. We may assign, charge, sub-contract or otherwise transfer any of our rights or obligations arising under these terms of sale, at any time – providing where you are a consumer that such action does not serve to reduce the guarantees benefiting you under these terms of sale.
Each contract under these terms of sale is made for the benefit of the parties to it and is not intended to benefit or be enforceable by any other person. The parties’ right to terminate, rescind, or agree to any amendment, variation, waiver or settlement under such contracts is not subject to the consent of any person who is not a party to the relevant contract.
Subject to the first paragraph of Section [15]: these terms of sale contain the entire agreement and understanding of the parties in relation to the purchase of products from our website and supersede all previous agreements and understandings between the
parties in relation to the purchase of products from our website, and each party acknowledges that no representations not expressly contained in these terms of sale have been made by or on behalf of the other party in relation to the purchase of products from our website.
These terms of sale will be governed by and construed in accordance with English Law.
The Courts of England and Wales will have [non-]exclusive jurisdiction to adjudicate any dispute arising under or in relation to these terms of sale.
ABOUT US
Our full name is Ngenco Limited
Our address is Unit 4, West Court, Buntsford Park Road, B60 3DX United Kingdom.
PROFESSIONAL PRODUCTS
Ngenco Ultra-Fast Paint Protection Spray is not a Do it Yourself (DIY) product – it has been designed for professional use by an Authorised Ngenco Installer only.
Professional equipment, environment and skills are necessary to properly use this product.
The consequences for improperly installing this product can be severe to both the vehicle and your health.
By proceeding with this purchase, you are confirming that you are qualified to use this product successfully.
