Version 16.4 – September 2023
1. About us
1.1 Company details. Nest.co.uk Limited (company number 04709529) (we and us) is a company registered in England and Wales and our registered office is 4 Ripon Street, Sheffield, South Yorkshire, England S9 3LX which is our main trading address. Our VAT number is GB813877310. We operate the website https://contracts.nest.co.uk
1.2 Contacting us. To contact us telephone our customer service team at 0114 243 3000 or email email@example.com. How to give us formal notice of any matter under the Contract is set out in clause 14.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
3.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 Although we have made every effort to be as accurate as possible because some of our Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our site may vary slightly.
4.3 For all products made from natural materials, such as leather, wood and marble, it is not possible to guarantee the goods supplied will have the same colour, shade, pattern and/or finish as shown on the website, due to the inherent nature of such materials and that they are natural materials which do vary from piece to piece. Also, we cannot guarantee to match products exactly which have been ordered at different times.
4.4 For glass products, any imperfection is to be considered as a distinguishing feature of craftsman work, which makes each piece unique. Glass undergoes a thermal treatment that may cause some very slight imperfections.
4.5 For some plastic products bubbles and moulding marks are part of the production process and are not to be deemed defective in any way.
4.6 The packaging of your Goods may vary from that shown on images on our site. The volume of packaging and size of packaging used is subject to change, this may vary at our teams’ discretion depending upon the size, weight, and delicacy of the item as well as the method of transport. To find out more, please contact a member of our team via live chat, email (firstname.lastname@example.org) or phone 0114 243 3000.
4.7 You are responsible for ensuring the items you purchase are able to fit into the space you intend them for and can be delivered through any openings and other spaces to their proposed end place, and/or if we make a custom-built item to measurements you are providing, you are responsible for ensuring that these measurements are correct. If you are unsure, we recommend you contact us for guidance before you order but you will still remain responsible for all measurements taken and/or provided.
4.8 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5. Delivery, transfer of risk and title
5.1 We will contact you with an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens.
5.2 Delivery is complete once the Goods have been, in the case of;
(a) standard UK delivery, unloaded at the door of your address (note that deliveries cannot be made to a PO Box or hotel or anywhere other than your place of business unless we have a named contact on site). If drivers are unable to locate the property for any reason or get in touch with you this will be deemed a failed delivery and a delivery charge will be payable;
(b) standard UK delivery for large items which may be oversized, fragile or otherwise bulky a third party delivery partner will arrange to deliver your order and will contact you directly but delivery will be complete once the goods have been unloaded at the door of your address, if those drivers are unable to locate the property for any reason or get in touch with you this will be deemed a failed delivery and a delivery charge will be payable;
(c) International delivery, unloaded curb-side and the delivery company will require assistance unloading larger items. Excluded from this curb-side delivery are larger items to Brazil, Brunei, Nigeria and Chile where delivery is complete once the goods are delivered to the port;
(d) of Goods which you are contracted to collect from us only when they are collected by you or a carrier organised by you to collect them from us and the Goods will be at your risk from that time.
5.3 For the avoidance of doubt we are not responsible for goods delivered to any other place not included within clause 5.2 above, including but not limited to a shop, concierge, bar or restaurant and you are responsible for ensuring you are on site, or at the agreed place of delivery of the goods to sign and receive delivery and inspect the Goods.
5.4 You own the Goods once we have received payment in full, including all applicable delivery charges.
5.5 You may be notified of a delivery method ahead of delivery but this is at all times subject to change and such change could affect delivery times for which we are not liable.
5.6 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods including but not limited to reasonable access (such reasonable access taking into account the size of the goods and relevant access points) or you due to any charges which need to be paid in respect of the Goods in order to deliver them including but not limited to those in clause 6.
5.7 If you fail to take delivery within 10 days after the day on which we or the delivery company notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
6. International delivery
6.1 A list of the countries we sell to can be found on both the drop-down currency/country menu header and on all our product pages. (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations and you are fully responsible for checking the country of destination policies, rulings and/or any blockades or anything else which may affect the import rules and regulations of the Goods. We are not responsible for any costs incurred from the release of the Goods from any customs office or any refusal to accept any goods into your country.
6.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
6.3 You will be responsible for payment of any such import duties and taxes, clearance fees, quarantine or fumigation fees or any other fee related to imports. Please contact your local customs office for further information before placing your order. Failure to make payment will result in delays and potential storage fees for which we are not responsible, nor liable and ultimately the return of the Goods and any further costs accrued. Furthermore, if you fail to take delivery within 10 days after the day on which we or the delivery company notified you that the Goods were ready or would be ready for delivery, we may resell part of, or all the Goods and after deducting any incurred expenses by us with any third party for any storage and return delivery you shall be charged accordingly.
6.4 It is your responsibility as the importer to ensure the correct rate of VAT and duty is paid upon import and we advise you to check the values and your country’s import rules and regulations with your local customs office
6.5 All our international orders are shipped according to the Incoterms® 2020 standards and travel by the Delivered At Place (DAP) term unless pre- agreed with you in writing at the time of order.
6.6 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
7. Price of goods and delivery charges
7.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 7.5 for what happens if we discover an error in the price of the Goods you ordered.
7.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed, save for delivery charges.
7.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in:
(a) the UK for the time being for Goods being delivered in the UK. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect; and
(b) for all orders travelling outside the UK, they will be subject to VAT at the relevant country’s rate upon import. This will be payable along with the duty due on your order by you. It is your responsibility as the importer to ensure the correct rate of VAT and duty is paid upon import and we advise you to check the values of your country’s import rules and regulations with your local customs office.
7.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process before you confirm your order. These prices can be subject to change depending on the lead time and we shall advise you of any increase.
7.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel the supply of the Goods and refund you any sums you have paid.
8. How to pay
8.1 You can only pay for Goods using a debit card or credit card. We accept major credit and debit cards and other payment methods being Visa, Mastercard, American Express, Maestro and Paypal.
8.2 Payment for the Goods and all applicable delivery charges is in advance. We will charge your debit card or credit card at the point of the order.
9. Manufacturer’s guarantee
Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods when delivered.
10. Our warranty for the goods
10.1 We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
10.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to clause 4, conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
10.3 We provide a further warranty that if we are installing the products they will be correctly installed.
10.4 Subject to clause 10.5, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.2;
(b) we are given a reasonable opportunity of examining the Goods which may be, in person, via video call or we may request you to send photos; and
(c) we ask you to do so, you return the Goods to us at your cost, and we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
10.5 We will not be liable for breach of the warranty set out in clause 10.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 10.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practices;
(e) you have removed the original packaging otherwise than for inspection and where you have handled the Goods inappropriately or excessively and the packaging is no longer in a saleable condition for the Goods;
(f) you proceed to assemble and/or install the Goods or any part of them;
(g) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(h) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.6 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10.
10.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10.8 These Terms also apply to any repaired or replacement Goods supplied by us to you.
11. Our liability: your attention is particularly drawn to this clause
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
11.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
11.4 Subject to clause 11.3, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss or corruption of data, information or software; or
(c) loss of business opportunity; or
(d) loss of anticipated savings; or
(e) loss of goodwill; or
(f) any indirect or consequential loss; or
(g) the cost of repairing any pre-existing faults or damage to your property that we discover whilst providing any installation services.
11.5 Subject to clause 11.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price paid for the Goods by you.
11.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
12.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion, your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
14. Communications between us
14.1 When we refer to “in writing” in these Terms, this includes email.
14.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
14.3 A notice or other communication is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
15.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 Third-party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded as far as it can be wherever it may apply and the terms of this contract take precedence.
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