MASTER TERMS AND CONDITIONS OF SALE
Document Status: Draft for Solicitor Review
Purpose: Standard Terms and Conditions for the sale, manufacture, supply, export, installation management and associated services provided by Niko Ltd.
1. Definitions
Defines Niko, Customer, Goods, Services, Contract, Delivery Date and Intellectual Property Rights.
2. Application
These Terms apply to all quotations, contracts and supplies and prevail over customer purchasing conditions unless accepted in writing by a Director.
3. Quotations and Orders
Quotations remain valid for 30 days. Orders become binding only upon written acceptance. Clerical and technical errors may be corrected.
4. Product Information
Catalogues, drawings, layouts, capacities, dimensions and technical information are indicative only. Customer remains responsible for suitability of the equipment for the intended application, duty cycle and operating environment.
5. Intellectual Property
All drawings, calculations, software, designs, specifications and technical documents remain the property of Niko. No intellectual property rights are transferred unless agreed in writing.
6. Prices
Prices exclude VAT, duties and taxes. Niko may adjust prices before dispatch where labour, material, freight, duty, energy or currency costs materially increase.
7. Payment
Standard terms are proforma payment in advance. Credit facilities may be offered at Niko’s discretion. Approved accounts are payable within 30 days from end of month. Statutory interest and recovery costs apply to overdue accounts.
8. Delivery
Delivery dates are estimates only. Time is not of the essence. Partial deliveries are permitted. Delays do not entitle cancellation or compensation except where required by law.
9. Export Sales
Unless otherwise agreed, exports are supplied Ex Works (Incoterms 2020). Customer is responsible for import licences, duties, taxes, customs clearance, sanctions compliance and local approvals.
10. Retention of Title
Title remains with Niko until all sums due are paid in full. Customer shall store unpaid goods separately and permit recovery where legally permitted.
11. Warranty
Goods manufactured by Niko are warranted against defects in materials and workmanship for 12 months from delivery or 400km of travel, whichever occurs first. Warranty excludes wear, misuse, overloading, inadequate maintenance, improper installation and unauthorised modifications.
12. Warranty Claims Procedure
Claims must be notified in writing within 14 days of discovery. Niko may inspect goods before authorising repair, replacement or refund. Returned goods require prior approval.
13. Third-Party Products
Third-party products are supplied subject only to the original manufacturer’s warranty where applicable.
14. Installation and Site Services
Installation, commissioning, testing and certification are only included where expressly itemised. Customer shall provide clear access, safe working conditions and specified utilities. Additional costs arising from delays or site conditions are chargeable.
15. Testing and Certification
Unless expressly included, quotations exclude NDT, FAT, SAT, LOLER Thorough Examination Reports, third-party inspections and design calculations.
16. Design Responsibility
Niko does not provide structural, civil, architectural or temporary works design services unless specifically agreed in writing. Loading information is provided for guidance only.
17. Structural Responsibility
Customer shall obtain independent structural verification confirming adequacy of floors, ceilings, foundations, buildings and supporting structures. Niko accepts no responsibility for structural adequacy.
18. Compliance and Conformity
Customer is responsible for ensuring compliance with local regulations and operational requirements. UKCA/CE conformity applies only to products supplied by Niko and within the stated scope.
19. Health and Safety
Customer shall notify Niko of site hazards, permit systems, induction requirements and restrictions before site works commence. Niko may suspend works where safe conditions do not exist.
20. Quality and Accreditation
Niko maintains a UKAS accredited ISO 9001 Quality Management System, operates health and safety systems aligned with ISO 45001 and is a member of LEEA. Such accreditations do not create additional contractual warranties.
21. Insurance
Niko maintains Employers Liability (£10m), Public Liability (£5m), Product Liability (£5m), Professional Indemnity (£1m) and other insurance considered appropriate. Insurance does not increase contractual liability.
22. Reseller Obligations
Resellers, distributors and integrators shall pass all operating instructions, maintenance requirements, safety information and warranty conditions to end users.
23. Subcontractors
Niko may subcontract any part of its obligations. Installation services may be undertaken by approved subcontractors.
24. Confidentiality
Each party shall keep confidential all commercial, technical and business information received from the other party.
25. Limitation of Liability
Niko shall not be liable for loss of profit, revenue, contracts, production, anticipated savings, management time, business interruption, indirect loss or consequential loss. Aggregate liability shall not exceed the greater of the contract value or £1,000,000 except where prohibited by law.
26. Group Company Liability
Niko Ltd acts as sole contracting party. No liability attaches to Helm Hellas SA or any affiliate, shareholder, director or employee except where required by law.
27. Force Majeure
Niko shall not be liable for delays or failures caused by events beyond its reasonable control including shortages, transport disruption, strikes, sanctions, cyber incidents, pandemics and natural disasters.
28. Termination
Niko may suspend or terminate contracts where payment is overdue, customer becomes insolvent or commits a material breach.
29. Data Protection
Both parties shall comply with applicable UK data protection legislation.
30. Dispute Resolution and Governing Law
The parties shall attempt to resolve disputes in good faith before litigation. English law applies and the courts of England and Wales shall have exclusive jurisdiction.
