1. DEFINITIONS
In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
“Nu Perspectives” means Nu Perspectives Ltd. (registered in England & Wales No. 6557506) having its registered office at 11 Fleming Court Business Centre, Leigh Road, Eastleigh, Hampshire SO50 9PD.
“Customer” means the party who purchases or agrees to purchase the Services and the Goods.
“Services” means any services which Nu Perspectives provides to the Customer (including any of them or any part of them) under the Contract.
“Goods” means any goods which Nu Perspectives supplies to the Customer (including any of them or any part of them) under the Contract.
“Charges” means the charges made by Nu Perspectives for the provision of the Services and/or the Goods.
“Terms and Conditions” means the standard terms and conditions of business set out in this document together with any special terms agreed in writing between the Customer and Nu Perspectives and attached to these terms and conditions.
“Contract” means an agreement for purchase of Goods and/or Services.
“Equipment” means any items of equipment requiring servicing or repair.
2. APPLICATION OF TERMS
These terms and conditions are the only terms upon which Nu Perspectives is prepared to deal with the Customer and they shall govern the Contract to the entire exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). Each acceptance of a quotation by the Customer for the supply or Services or Goods shall be deemed to be an offer by the Customer to purchase Services or Goods subject to these terms and conditions. The Contract is formed when the order is accepted by Nu Perspectives. No contract will come into existence until the acceptance, either orally or in writing, of an order by Nu Perspectives.
3. PRICE & PAYMENT
The Customer shall be responsible for all actions and costs related to the delivery of the Customer’s Equipment to Nu Perspectives. The Customer shall be solely responsible for providing adequate insurance for its Equipment and the Customer shall bear the risk of loss or damage for its Equipment, whether located at Nu Perspectives or in transit to or from Nu Perspectives. Nu Perspectives shall evaluate the Equipment and provide the Customer with a quotation of Charges for the Services required and return delivery Charges. The Customer shall pay to Nu Perspectives the full Charges by bank transfer to a bank account nominated by Nu Perspectives prior to commencing the Services and return delivery of the Equipment. The Customer shall be responsible for return delivery charges, whether or not the Services are carried out on the instruction of the Customer. Unless otherwise stated in the quotation, the Charges are exclusive of any Value Added Tax, sales tax or similar, and any taxes, duties or imposts chargeable thereon all of which shall be payable by the Customer as an additional charge. All payments due from the Customer shall be made without deduction of any set-offs, taxes, charges and other duties (including any withholding or income taxes).
4. SUPPLY OF SERVICES AND DELIVERY
Nu Perspectives shall perform the required Services at Nu Perspectives’ place of business.
The Customer shall be responsible for providing all appropriate instructions, documents, licences or authorisations in a timely manner to enable Nu Perspectives to perform the Services.
If for any reason the Customer does not accept delivery of the Equipment or pay all charges due within sixty (60) days after being notified by Nu Perspectives of the Charges relating to the required Services, Nu Perspectives will consider the Customers Equipment abandoned. Nu Perspectives will provide such notice to the Customer at the mailing address provided. Nu Perspectives may dispose of the Customers Equipment in accordance with applicable provisions of law, and, specifically, may sell the Equipment at a private or public sale without liability to the Customer. Nu Perspectives reserves its statutory and any other lawful liens for unpaid charges.
Nu Perspectives shall use its reasonable endeavours to achieve any dates agreed for delivery, but shall be under no liability for any failure to achieve such dates in any way or for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered by the Customer as a consequence of any delay in delivery or dispatch of Goods or for the delay in completion of any Services.
5. CLAIMS FOR DEFECTS IN WORKMANSHIP, DAMAGE, LOSS OR NON-DELIVERY
The Customer shall inspect all Equipment or Goods on delivery and shall notify Nu Perspectives of any alleged defects in workmanship, damage or shortage in quantity in writing within two (2) days of physical receipt. The Customer shall notify the carrier within seven (7) days of physical receipt.
It is agreed that the Customer waives any claims he may otherwise have had where claims have not been made in writing within the aforesaid period.
The packaging and contents must be retained and the purchaser shall give Nu Perspectives an opportunity to inspect the Equipment within reasonable time following delivery before any use is made of them.
6. LIMITED WARRANTY
Nu Perspectives warrants that it shall use reasonable skill and care in the performance of Services and any work carried out in the Service(s) shall be free from defects of materials or workmanship, under normal and proper use and Service, conforming to applicable specifications for the warranty period of thirty (30) days from the date of delivery by Nu Perspectives.
Nu Perspectives reserves the right to use either new or refurbished parts in order to complete the Services. Nu Perspectives warranty is limited to products returned to Nu Perspectives at the Customers cost, and found by Nu Perspectives to have failed to function properly because of defective workmanship or materials used in the Services provided. Nu Perspectives warranty and liability is limited to work carried out in the Service provided by Nu Perspectives only. It does not include failure or defects in existing materials and workmanship used in the original manufacture or previous servicing of the Equipment. No Equipment will be accepted for return without prior written authorization from Nu Perspectives. In the specific case of cryosurgical Equipment, Nu Perspectives does not warrant against and will not be held liable for the following failure modes; (i) intermittent or permanent cryoprobe blockages; (ii) leaks in console valves; (iii) or any other performance variation which can be caused by contaminants in the gas supply or other factors which are beyond the control of Nu Perspectives. Nu Perspectives warranty is limited to repairing and returning the said Equipment. The warranty will be invalidated in the event that (i) a third party or the Customer attempts repairs or modifications on the Equipment; (ii) the Customer continues to make use of the Equipment; (iii) the defect is due to fair wear and tear or misuse; (iv) the defect arises as a result of errors in the design of the Equipment by the original manufacturer or supplier No warranty shall apply if in the sole opinion of Nu Perspectives the defect or damage was caused by or related to installation or combination with other parts and/or products. Subject to the provisions of this warranty all warranties implied by Statute or otherwise are hereby excluded provided that nothing herein shall affect the statutory rights of the Customer.
Where the Equipment is delivered to a country which is not a member state of the EEC, any warranties in respect of the Services provided hereunder shall only apply in that country.
7. LIMITATION OF LIABILITY
Nu Perspectives shall not (i) be liable to the Customer for any, indirect, special or consequential loss, damage, costs, expenses or other claims whatsoever; (ii) or any economic loss (including loss of profit, loss of business, depletion of goodwill or like loss); (iii) or any loss, damage or liability to the extent caused by the negligence, wilful misconduct or other fault of the Customer, its employees, agents or contractors; in each case howsoever caused. Nu Perspectives shall not be liable for any loss, damage, injury or other claims whatsoever where that liability arises from the design, use or application of the Equipment. Nu Perspectives shall not be liable for any loss or damage where that liability arises as a result of its knowledge (whether actual or otherwise) of the possibility of any such loss or damage. Nu Perspectives liability arising from or related to the Service provided hereunder shall in no case exceed the amount of fees paid to Nu Perspectives for the Service of the Equipment that is the subject of the particular claim. The Customer indemnifies Nu Perspectives against any liability in respect of Services which have been accepted by the Customer. The Service is deemed to be accepted by the Customer once the specified period for making a claim in Section 5 has elapsed (excluding the Limited Warranty conditions detailed in Section 6). These exclusions and limitations on damages shall apply regardless of how the loss or damage may be caused and against any theory of liability, whether based in contract, tort, indemnity or otherwise. Neither party seeks to exclude or restrict its liability for (i) death or personal injury resulting from negligence, (ii) fraud, or any matter in respect of which, by law, it is not permitted to restrict its liability.
8. FORCE MAJEURE
Nu Perspectives will not be liable to the Customer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of Nu Perspectives including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and Nu Perspectives will be entitled to a reasonable extension of time for performing such obligations.
9. GOVERNING LAW
These conditions and the contract shall be governed in all respects by English law and any dispute hereunder shall be subject to the non-exclusive jurisdiction of the English courts.
