Terms & Conditions

Terms and Conditions January 2015

1.1        “The Company” -means Nayati Limited

1.2        “The Customer” – means the customer of the company

1.3        “The Contract” – means any contract for the sale of goods by the Company to the

Customer Services Department

1.4        “The Goods”- means any goods forming the subject of this Contract including parts and

components of or materials incorporated in them.

Quotation

2          Quotations by the Company unless otherwise stated in them shall be open for acceptance

within 30 days of the date of the Quotation.

Existence of contract

3.1        No contract shall come into existence until the customer’s order (however given) is

accepted by the earliest of (a) the Company’s written acceptance (b) delivery of the

Goods and (c) the Company’s invoice.

3.2        These conditions shall be incorporated in the Contract to the exclusion of any terms or

conditions stipulated, or referred to by the Customer Services Department

3.3        No variations, or amendments of this Contract shall be binding on the Company unless

confirmed by it in writing

PRICES

4          Prices are ex-works and include insurance, but exclude value added tax

PAYMENT

5.1        All invoices are payable without discount of any kind in pounds sterling on or before the

date stated on the Company’s invoice at the Company’s premises stated on the invoice

and in no circumstances shall the Customer be entitled to make any deduction, or withhold

payment for any reason at all

5.2        Time for payment shall be of the essence of the Contract Without prejudice to any other

rights of the Company, if the Customer fails to pay the invoice price by the due date, the

Customer shall pay interest on any overdue amount from the date on which payment was

due to that on which it is made (whether before or after judgment on a daily basis at the

rate of 15%p.a and reimburse to the Company all the costs and expenses (including legal

costs) incurred in the collection of any overdue amount

TITLE

6.1        Notwithstanding the earlier passing of risk, title in the goods shall remain with the

Company and shall not pass to the Customer until the amount due under the invoice for

them has been paid in full.

6.2        Until the title passes the Customer shall hold the Goods as bailee for the Company and

shall store or mark them so they can at all times be identified as the Goods of the

Company

6.3        The Company shall be entitled at any time before title passes to repossess and use or

sell all or any of the goods and so terminate (without any liability to the Customer) the

Customer’s right to use, sell or otherwise deal in them and for that purpose, or determining

what if any Goods are held by the Customer and inspecting them, to enter any premises

of the Customer

6.4        Until title passes the entire proceeds of sale of the Goods shall be held in trust for the

Company and shall not be mingled with other monies or paid into any overdrawn bank

account and shall be at all times identifiable as the Vendor’s money

6.5        The Company shall be entitled to maintain an action for the price of any Goods

notwithstanding that title in them has not passed to the Customer

RISK DELIVERY AND PERFORMANCE

7.1        Goods are delivered to the Customer when the Company makes them available to the

Customer or any agent of the Customer or any carrier (who shall be the Customers agent

whoever pays his charges) at the Company’s premises or other delivery point agreed by

the Company

7.2        Risk in the Goods passes when they are delivered to the Customer

7.3        The Company may at its discretion deliver the Goods by instalments in any sequence

7.4        Where the Goods are delivered by instalments, each instalment shall be deemed to be

the subject of a separate contract and no default or failure by the Company in respect of

any one or more instalments shall vitiate the Contract in respect of the Goods previously

delivered or undelivered Goods

7.5        The Company may deliver to the Customer and the Customer shall accept in satisfaction

of the contract a lesser number than the number of goods ordered

7.6        Any dates quoted by the Company for the delivery of the Goods are approximate only and

shall not form part of the Contract and the Customer acknowledges that in performance

expected of the Company no regard has been paid to any quoted delivery dates

7.7        If the Customer fails to take delivery of the Goods or any part of them on the due date

and fails to provide any instructions documents licences consents or authorisations

required to enable the Goods to be delivered on the due date, the Company shall be

entitled upon giving written notice to the Customer to store or arrange for the storage of the

Goods, and then risk in the Goods shall pass to the Customer delivery shall be deemed

to have taken place and the Customer shall pay to the Company all costs and expenses

including storage and insurance arising from its failure

7.8        The Company shall not be liable for any penalty loss injury damage or expense arising

from any delay or failure in delivery or performance from any cause at all nor shall any

such delay or failure entitle the Customer to refuse to accept any delivery or performance

of or repudiate the Contract.

CLAIMS NOTIFICATION

8.1        Any claim for non-delivery of any Goods shall be notified in writing by the customer to the

Company within 7 days of the date of the Company’s invoice

8.2        Any claim that Goods have been delivered damaged are not of the correct quantity or do

not comply with their description shall be notified by the Customer within 3 days of their

delivery

8.3        Any alleged defect shall be notified by the customer to the Company within 3 days of the

delivery of the Goods or in the case of any defect which is not reasonably apparent on

inspection within 7 days of the defect coming to the Customers attention and in any event

within 1 month from the date of delivery

8.4        Any claim under this condition must be in writing and must contain full details of the claim

including part numbers of any allegedly defective goods

8.5        The Company shall be afforded reasonable opportunity and facilities to investigate any

claims made under this condition and the Customer shall if so requested in writing by the

Company promptly return any Goods the subject of any claim and any packing securely

packed and carriage paid to the Company for examination

8.6        The Company shall have no liability with regard to any claim in respect of which the

Customer has not complied with the provisions of this condition

SCOPE OF CONTRACT

9.0        Under no circumstances shall the Company have any liability of whatever kind for :

9.1        any defects resulting from wear and tear accident improper use by the Customer or use

by the Customer otherwise than in accordance with the instructions or advice of the

Company or neglect or from any instructions or materials provided by the Customer

9.2        Any goods which have been adjusted modified or repaired otherwise than by the Company

save by way of necessary warranty work carried out by the Customer on the authority

of the Company

9.3        The suitability of any Goods for any particular purpose or use under specific conditions,

whether or not the purpose or conditions were known or communicated to the Company

9.4        Any descriptions, illustrations, specifications, figures as to performance, drawings and

particulars of weights and dimensions submitted by the Company contained in the

Company’s catalogues, price lists or elsewhere since they are merely intended to represent

a general idea of the Goods and not to form part of the Contract or be treated as

representations:

9.5        Any technical information recommendations statements or advice furnished by the

Company its servants or agents not given in writing in response to a specific written

request from the Customer before the Contract is made: or

9.6        Any variations in the quantities or dimensions of any Goods or changes of their

specifications or substitution of any materials or components, if the variation or substitution

does not materially affect the characteristics of the Goods, and the substituted materials or

components are of a quality equal or superior to those originally specified

9.7        Subject to the above the company guarantees parts and labour only for a period of twelve

months from the date of the invoice

EXTENT OF LIABILITY

10.1      The Company shall have no liability to the Customer (other than liability for death or

personal injury resulting from the Company’s negligence) for any loss or damage of any

nature arising from any breach of any express or implied warranty or condition of the

Contract or any negligence, breach of statutory or other duty on the part of the Company or

in any other way out of or in connection with the performance or purported performance

of or failure to perform the Contract except in accordance with this condition

10.2      If the Customer establishes that any Goods have not been delivered, have been delivered

damaged, are not of the correct quantity or do not comply with their description the

Company shall, at its option, replace with similar goods which are missing, lost or

damaged or do not comply with their description, allow the Customer credit for their invoice

value or repair any damaged Goods

10.3      If the customer establishes that any Goods are defective the Company shall, at its option,

replace with similar Goods or repair any defective Goods, or allow the Customer credit

for their invoice value

10.4      The delivery of any repaired or replacement Goods shall be at the Customer’s premises

or other delivery point specified for the original Goods

10.5      Where the Company is liable in accordance with this condition in respect of only some or

part of the Goods the Contract shall remain in full force and respect of the other or other

parts of the Goods and no set off or other claim shall be made by the customer against

or in respect of such other or other parts of the Goods

10.6      No claim against the Company shall be entertained for any defect arising from any design

or specification provided or made by the customer or if any adjustments alterations or

other work has been done to the Goods by any person other than the Company

10.7      In no circumstances shall the liability of the Company to the Customer under this condition

exceed the invoice value of the Goods

GENERAL

11.1      The Contract is between the Company and the Customer as principals and shall not be

assignable to the Customer without the express written consent of the company

11.2      The Company shall have a lien on all the Customer’s property in the Company’s

possession for all sums due at any time from the Customer and shall be entitled to use sell

or dispose of that property as agent for and at the expense of the Customer and apply the

proceeds in and towards the payment of such sums on 28 days’ notice in writing to the

Customer .Upon accounting to the Customer for any balance remaining after payment of

any sums due to the Company and the costs of sale or disposal the company shall be

discharged of any liability in respect of the Customer’s property

11.3      The Company may at its discretion suspend, or terminate the supply of any Goods if the

Customer fails to make any payment when and as due or otherwise defaults in any of its

obligations under the Contract or any other agreement with the Company or becomes

insolvent, has a receiver appointed of its business or is compulsorily or voluntarily wound

up or the Company bona fide believes that any of those events may occur, and in case of

termination shall be entitled to forfeit any deposit paid

11.4      The Company reserves the right to carry out changes in construction at any time without

notice to distributors or other purchasers of its products

Cancellation

12.        Orders for goods may be cancelled by written notice at any time prior to the Goods being

allocated to the Contract but if a cancellation notice is received after the Goods have

been allocated to the Customer then a packing and handling charge will be payable by

the Customer

Force Majeure

13.        If the performance of the Contract, or any obligation under it is prevented restricted or

interfered with by reason of circumstances beyond the reasonable control of the party

obliged to perform it the party so affected upon giving prompt notice to the other party

shall be excused from performance to the extent of the prevention restriction or

interference but the party so affected shall use its best efforts to avoid or remove such

causes of non-performance and shall continue performance under the Contract with the

utmost despatch whenever such causes are removed or diminished

Law and Construction

14.1      The Contract shall be governed by English Law and the Customer consents to the

exclusive jurisdiction of the English Courts in all matters regarding the Contract except to

the extent that the Company invokes the jurisdiction of the Courts of any other country

14.2      The headings of conditions are for convenience of reference only and shall not affect their

Interpretation

Notices

15.        Any Notice to be given under the Contract shall be in writing and telexed sent by facsimile

transmission or forwarded by first class prepaid letter post to the receiving party at its

business address as last notified in writing to the other party and shall be deemed to have

been given on the date of the telex or facsimile transmission or on the day following that

on which the notice was posted.