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TERMS & CONDITIONS

TERMS & CONDITIONS - SEPTEMBER 2021

is for delivery on Monday to Friday (inclusive) to the Customer’s usual Delivery Point using Norbar’s usual delivery 7.10 Nothing in this Contract excludes or limits the liability of Norbar for:
method and (ii) has a value of over £300.00 (excluding VAT). In all other cases, the cost of delivery of Goods a) death or personal injury caused by Norbar’s negligence; or
or return of Customer Equipment will be charged in addition and will be due for payment at the same time as b) defective products under the Consumer Protection Act 1987; or
payment for the Goods is due.
6.4 If the Customer holds an account with Norbar, payment of the price for the Goods and/or Services is due within c) for fraud or fraudulent misrepresentation; or
the agreed payment terms for that account. If any amount payable is not made within 30 days after the due date d) any matter for which it would be unlawful for Norbar to exclude or restrict liability.
in accordance with the terms of the account, Norbar may withdraw credit facilities. If the Customer does not have THE CUSTOMER’S ATTENTION IS DRAWN TO THE PROVISIONS OF CONDITION 7.11
an account with Norbar, or if credit facilities have been withdrawn from the Customer, payment is due either at 7.11 Subject to Condition 7.10:
the time the Order is placed or in accordance with any payment schedule set out in the quotation and may be a) Norbar’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation,
tendered by credit card or bank transfer. In all cases, payment must be in pounds sterling (except where otherwise restitution or otherwise arising in connection with the performance or contemplated performance of this
agreed in writing). Contract will be limited to the price of the Goods and/or Services; and
6.5 Time for payment will be of the essence. b) Norbar will not in any event be liable to the Customer for any loss of profit, loss of business or depletion
6.6 No payment will be deemed to have been received until Norbar has received cleared funds. of goodwill or loss of data, in each case whether direct, indirect or consequential, or any claims for
6.7 All payments payable to Norbar under the Contract will become due immediately upon termination of this consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this
Contract notwithstanding any other Condition of the Contract or any other arrangement or agreement between Contract�
the parties. 7.12 The Customer acknowledges that the price of the Goods and/or Services has been calculated on the basis that
6.8 The Customer will make all payments due under the Contract without any deduction whether by way of set-off, Norbar excludes and limits its liability in accordance with Condition 7.11.
counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount 7.13 Where the Goods and/or Services are sold under a consumer transaction the statutory rights of the Customer are
equal to such deduction to be paid by Norbar to the Customer. not affected by these Conditions.
6.9 If the Customer fails to pay Norbar any sum due pursuant to the Contract the Customer will be liable to pay 8. FORCE MAJEURE
interest to Norbar on such sum from the due date for payment at the annual rate of 4% above the base lending
rate from time to time of Barclay’s Bank plc, accruing on a daily basis until payment is made, whether before or Norbar reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the
after any judgment. Goods or Services ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in
7. WARRANTY AND LIABILITY the carrying on of its business due to circumstances beyond the reasonable control of Norbar including, without
limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion,
7.1 Norbar warrants that, subject to the other provisions of these Conditions upon delivery, and for a period of 12 flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s
months after the date of delivery, the Goods will: workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or
a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and suitable materials or components.
b) comply in all material respects with the specification for them as set out in Norbar’s catalogue or other 9. NOTICES
published specification current at the time that the order for the Goods was accepted by Norbar. Any notice to be given under this Contract will be in writing and will be sent by first class mail or courier within the
7.2 Norbar warrants that, subject to the other provisions of these Conditions all Services will: UK, or by courier if outside the UK; in the case of Norbar to the address set out in Condition 1.1 and in the case of
a) be supplied with reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982; the Customer to the Delivery Point or such other address as the Customer may from time to time notify to Norbar
and for this purpose in accordance with this Condition. Notices sent as above will be deemed to have been received
b) conform in all material respects with the specification for them as set out in Norbar’s catalogue or other three working days after the date of posting (in the case of mail within the UK), and at the time of delivery in the
published specification current at the time the order for the Services was accepted by Norbar (unless case of courier delivery�
specifically varied in the quotation or Order Acknowledgement). 10. ANTI-BRIBERY AND EXPORT CONTROL
7.3 Norbar will not be liable for a breach of any of the warranties in Condition 7.1 unless: 10.1 Both Norbar and the Customer will comply at all times with all applicable laws, regulations, orders, judicial
a) the Customer gives written notice of the defect to Norbar within 14 days of the time when the Customer decision, conventions and international financial institution rules regarding corruption, bribery, ethical business
discovers or ought to have discovered the defect; and conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and
b) the Customer returns the defective Goods properly packed, carriage paid to Norbar’s premises at the private persons, agency relationships, commissions, lobbying, books and records and financial controls, including
address given in Condition 1.1 or otherwise specified by Norbar. without limitation, the Foreign Corrupt Practices Act, a law of the United States of America and the United
7.4 Norbar will not be liable for a breach of the warranties in Condition 7.1 if: Kingdom Bribery Act, a law of the United Kingdom (collectively “Anti-Corruption Laws”), and will maintain in place
its own policies and procedures to ensure compliance with Anti-Corruption Laws and will enforce them where
a) the Customer makes any further use of the Goods after giving notice of any defect; or appropriate.
b) the Goods have been misused, mishandled, overloaded, amended, modified or repaired in any way by the 10.2 The Customer will immediately notify Norbar (in writing) if a public official becomes an officer or employee of
Customer or its customers, or used for any purpose other than that for which they were designed; or the Customer or acquires a direct or indirect interest in the Customer (and the Customer warrants that it has no
c) the defect is due to fair wear and tear or arises because the Goods have been subject to excessive use or foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement).
used in an environment for which they were not designed; 10.3 The Customer acknowledges that some Goods may be subject to UK export control laws and may be subject
d) the defect is due to the incorporation of any Customer Equipment; or to export or import regulations in other countries. The Customer will comply fully with all applicable domestic
e) the Goods differ from their specification as a result of changes made to ensure they comply with applicable and foreign laws and regulations in connection with the sale and use of the Goods and will, at the request of
statutory or regulatory requirements; or Norbar, provide such information and/or documents as Norbar may reasonably request as to the intended final
f) the Customer or its customer has failed to follow Norbar’s oral or written instructions as to the storage, destination of and use for the Goods.
installation, commissioning, use, repair, calibration or maintenance of the Goods or the recommendations 10.4 Norbar may cancel any order (even after it has been accepted) with no liability to the Customer if Norbar is not
set out in any national or international standard applicable to the Goods or (if there are no applicable satisfied by the information provided in accordance with Condition 10.3 or otherwise has reason to believe or be
instructions or standards) good trade or engineering practice. concerned that any applicable export control regulations or Anti-Corruption Laws may be breached.
7.5 Norbar will not be liable for a breach of the warranties in Condition 7.2 unless: 11. GENERAL
a) the Customer gives written notice to Norbar identifying which Services are defective in sufficient detail 11.1 The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the
within 14 days of the time when the Customer discovers or ought to have discovered the defect; and Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it, except that any Affiliate of
b) if the claim relates to Customer Equipment, Norbar is given a reasonable opportunity to examine the Norbar may directly enforce any term of the Contract where “Affiliate” means any entity that directly or indirectly
Customer Equipment and to assess the claim of defective Services, Controls, is Controlled by or is under common control with Norbar and “Control” means ownership of more than
7.6 Subject to Conditions 7.3 and 7.4, if any of the Goods do not conform with any of the warranties in Condition 7.1, 50% of the issued share capital of a company.
Norbar will at its option repair or replace such Goods (or the defective part of them) or refund the price of such 11.2 Each right or remedy of Norbar under the Contract is without prejudice to any other right or remedy of Norbar
Goods at the pro rata Contract rate. The provisions of these Conditions will apply to any Goods that are remedied whether under the Contract or not�
or replaced. 11.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to
7.7 Subject to Condition 7.5 if any of the Services do not conform with any of warranties in Condition 7.2, Norbar be wholly or partly illegal, invalid, void, voidable or unenforceable it will to the extent of such illegality, invalidity,
will at its option remedy, re-perform or refund the Services that do not comply at the pro rata Contract rate. The voidness, voidability or unenforceability be deemed severable and the remaining provisions of the Contract and
provisions of these Conditions will apply to any Services that are remedied or re-performed for a period of 90 days the remainder of such provision will continue in full force and effect.
with effect from the date of performance of the remedied or re-performed Services. If any repair of Customer 11.4 The Customer will not be entitled to assign the Contract or any part of it without the prior written consent of
Equipment fails within 90 days after the date on which it was returned to the Customer by Norbar, Norbar will at Norbar. Norbar may assign the Contract or any part of it or sub-contract any or all of its obligations under the
its option remedy, re-perform or refund the Services that do not comply at the pro rata Contract rate. Contract to any person, firm or company.
7.8 If Norbar complies with Condition 7.6 or 7.7 (as applicable), it will have no further liability for a breach of any of 11.5 Failure or delay by Norbar in enforcing or partially enforcing any provision of the Contract will not be construed as
the warranties in Condition 7.1 or 7.2 in respect of such Goods and/or Services. a waiver of any of its rights under the Contract.
7.9 Except as provided in Conditions 7.1 and 7.2, Norbar makes no representation or warranty, whether express or 11.6 Any waiver by Norbar of any breach of, or any default under, any provision of the Contract by the Customer will
implied, as to the quality or fitness for purpose of the Goods or Services and all warranties, Conditions and other not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the
terms which may be implied by statute or common law are, to the fullest extent permitted by law, excluded from Contract�
the Contract� 11.7 The formation, existence, construction, performance, validity and all aspects of the Contract will be governed by
English law and the parties submit to the non-exclusive jurisdiction of the English courts.

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