1. DEFINITIONS
Above the Line Advertising: including, but not limited to, conventional, impersonal, mass-media use of advertising transmitted by print, poster outdoor (in traditional media spaces), cinema, television (in traditional advertising slots between programming and TV idents and bumpers), radio (in traditional advertising slots between programming), digital via banner ads and pop up ads on the internet or on any other impersonal, mass-media platform on which the advertising is distributed).
Business Day: a day other than a Saturday, Sunday or public holidays in the UK.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
Commercial Terms: the specific commercial terms agreed by the parties and set out either in the Quote document, the Webshop Order Summary or in a separate document named “Commercial Terms”, when necessary.
Contract: the contract between Notpla and the Customer for the sale and purchase of the Product in accordance with these Conditions and incorporating the Commercial Terms.
Customer: the person or firm who purchases the Product from Notpla.
Force Majeure Event: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom;(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;(f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) interruption or failure of utility service.
IP: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for the Product placed: (a) via email with the Commercial Terms attached, or (b) by the Customer via the Notpla Website, or (c) the Customer’s written acceptance of the Supplier’s quotation, or (d) otherwise as placed in a format acceptable to Notpla (as the case may be from time to time).
Product: as stated in either: (i) the quote issued to the Customer, (ii) the Commercial Terms document; or (iii) the Notpla Shopify store (
https://notpla.shop/).
Specification: subject to clause 11.4, the specification of the Product (as updated or amended by Notpla from time to time). Specifications, dimensions and other product details are stated in good faith and the Company will endeavour to ensure that the goods supplied to the Customer comply with such specifications, dimensions or other product details. However it may not be possible for the Company to control minor deviations from specifications, dimensions, and other product details and therefore it reserves the right in such cases to supply goods of a substantially similar specification or dimension.
Supplier: Notpla Limited (registered in England and Wales with company number 09147492) (“
Notpla”).
Warranty: the warranty set out in clause 5.1 below.
2. BASIS OF CONTRACT These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Customer to purchase the Product in accordance with these Conditions and (if applicable) Commercial Terms. The Order shall only be deemed to be accepted when Notpla issues a written acceptance of the Order, at which point the Contract shall come into existence. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. Any samples, drawings, descriptive matter or advertising produced by Notpla, and any descriptions or illustrations contained in Notpla catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Product referred to in them. They shall not form part of the Contract nor have any contractual force.
3. PRODUCT 3.1 The Product is defined above. 3.2 Notpla reserves the right to amend the Product or Specification (from time to time).
4. DELIVERY, CANCELLATION, RETURNS AND MINIMUM ORDER VOLUME 4.1 Please see the Commercial Terms for additional Delivery, Cancellation, and Return information. 4.2 No Product may be returned to Notpla without Notpla’s prior written consent. Risk of loss for or damage to any returned Product will transfer to Notpla when the Product has been fully unloaded onto Notpla’s factory floor, as agreed by Notpla. 4.3 Once accepted by Notpla, an Order shall not for any reason be cancelled by the Customer without Notpla’s prior written consent. If Notpla consents to such a cancellation, the Customer shall pay Notpla as follows: all engineering expenses, work in process, and any raw materials or supplies used, or for which commitments have been made by Notpla in connection with such cancelled order (paid for on the basis of Notpla’s full cost) plus a cancellation premium of fifteen (15%) percent of the full price of the order. 4.4 The Customer shall place Orders so as to comply with any minimum purchase obligations set out in the Commercial Terms, failure of which shall constitute a material breach of the Contract and in which event the Customer shall be liable to Notpla for a sum equivalent to the value of the minimum order. 4.5 Unless explicitly stated otherwise in the Contract or in a quote provided by Notpla, a shortage or excess not exceeding 10% in quantity of the Order shall be deemed to be due execution of any such Order and shall be allowed or charged for and paid pro rata.
5. QUALITY 5.1 Notpla warrants that on delivery the Product shall, except as specified in clause 5.2,: (a) conform in all material respects with the Specification; and (b) be free from material defects in material and workmanship while used under normal conditions, provided that the Product is only used for the purpose which has been expressly confirmed in writing by the Customer. 5.2 The Customer is wholly responsible for the accuracy and fitness for purpose of any customisation in relation to the Customised Products. 5.3 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. 5.4 These Conditions shall apply to any repaired or replacement Product supplied by Notpla. 5.5 The Customer shall have no claim for shortages or defects apparent on visual inspection of the Product unless: (i) the Customer has inspected the Product in the presence of Notpla’s delivery agent; and (ii) Notpla receives a written claim from the Customer within three days of the date of delivery. 5.6 The Customer shall have no claim in respect of defects not apparent on visual inspection at the time of delivery unless a written claim is received by Notpla within three days of the defect in the goods supplied first becoming apparent to the Customer and in any event no later than one month after the date of delivery of the goods to the Customer. 5.7 If any Product supplied to the Customer proves on inspection to be defective in material or manufacture Notpla undertakes at its option to replace the same or to refund to the Customer the price of the Product and in no circumstances will liability exceed the cost of replacement or the price paid by the Customer for the Product.
6. TITLE AND RISK 6.1 The risk in the Product shall pass to the Customer on delivery by Notpla to the Customer’s specified delivery location, or by collection of the Product by the Customer or its nominated agent, as agreed between the parties. 6.2 Title to the Product shall pass to the Customer on either (i) the date of delivery or (ii) when Notpla receives payment in full (in cash or cleared funds) for the Product, whichever date is the later.
7. PRICE AND PAYMENT 7.1
(a) the deposit amount, where applicable, shall be the amount set out in the Commercial Terms, (b) the price of the Product shall be the price set out in either the Commercial Terms or the Order. 7.2 The price of the Product: (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Notpla at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) excludes the costs and charges of transport of the Product, which shall be invoiced additionally to the Customer. 7.3 Notpla may invoice the Customer for the Product upon acceptance of an Order, or at any time after the completion of delivery. 7.4 The Customer shall pay the invoice in full and in cleared funds the earlier of either (a) 30 days from the date of invoice, or (b) on the date specified in the Commercial Terms or Order, whichever is earlier. Payment shall be made to the bank account nominated in writing by Notpla. Time for payment is of the essence. 7.5 If the Customer fails to make any payment due to Notpla under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4.0% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount. 7.6 The Customer shall have no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to Notpla provided for in this Agreement.
8. COMMERCIAL TERMS 8.1 The Commercial Terms form part of the Contract. 8.2 In the event of any conflict or inconsistency between the Conditions and the Commercial Terms, the Commercial Terms shall prevail in respect of such conflict or inconsistency. 8.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of order invoice or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.
9. INTELLECTUAL PROPERTY RIGHTS 9.1 The Customer acknowledges that Notpla owns all IP rights in the Products, the processes, materials, intermediary materials, and machines used for the manufacture of the Products and in the Notpla brand. For the avoidance of doubt, any improvements and enhancements to the Products, machines, materials, intermediary materials, or processes that may arise out of or in connection with this Contract shall belong to Notpla. 9.2 The Customer has no intellectual property rights in, or to, the Product other than the right to use the Product in accordance with the Contract and/or the written instructions of Notpla. 9.3 Without prejudice to the foregoing, the Customer is expressly prohibited (itself or with a third party) from carrying out any form of reverse engineering of any Product.
10. BRANDING & PUBLICITY 10.1 The Customer shall ensure that its agents, officers, directors, employees, and contractors, refer to the Products in all public communications, publicity and marketing materials as the “Notpla Products”. 10.2 The Customer shall not state or otherwise give the impression, whether expressly or implicitly, that the Notpla Products constitute the Customer’s own formulation or invention or that of any person other than the Notpla. 10.3 The Customer shall not do or say anything that, in Notpla’s reasonable opinion, harms or may harm Notpla's name, reputation or business. 10.4 The Customer shall refer to “Notpla” and the “Notpla Products” on the Customer Website in a form agreed between the parties and wherever reasonably practicable in any press statements and communications and other marketing or publicity material relating to the Notpla Products. 10.5 Customer may use the Notpla brand only in strict accordance with Notpla’s instructions, and shall immediately cease the use of any such Notpla branding on request by Notpla, for any reason whatsoever. 10.6 The Customer shall not engage in any Above the Line Advertising without prior review and written approval from Notpla. 10.7 For Customers reselling or distributing the Products to other companies, the Customer shall comply, and shall procure that all the relevant third party companies/onward customers comply, with the provisions in this clause 10.
11. TERMINATION 11.1 Without limiting its other rights or remedies, Notpla may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer’s financial position deteriorates to such an extent that in Notpla’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 11.2 Without limiting its other rights or remedies, Notpla may suspend provision of the Product under the Contract or any other contract between the Customer and Notpla if the Customer becomes subject to any of the events listed in clause 11 (a) to clause 11 (d), or Notpla reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 11.3 Without limiting its other rights or remedies, Notpla may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. 11.4 On termination of the Contract for any reason the Customer shall immediately pay to Notpla all of Notpla’s outstanding unpaid invoices and interest. 11.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. 11.6 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. For the avoidance of doubt, this includes (but is not limited to) Clauses 9 (Intellectual Property Rights), 12 (Limitation of Liability), 14.2 (Confidentiality).
12. LIMITATION OF LIABILITY 12.1 Nothing in these Conditions shall limit or exclude Notpla’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation;(c) breach of the terms implied by section 12 of the Sale of Product Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for Notpla to exclude or restrict liability. 12.2 Subject to clause 12.1, (a) Notpla shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) Notpla’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 110% of the price of the Product. 12.3 Subject to clause 12.1, Notpla shall bear no responsibility or liability for any Product damage or other damage arising out of use of the Product that is not carried out in accordance with Notpla’s instruction or written manual (if applicable), or where the Product has been used for a purpose that has not expressly in writing communicated to Notpla, and/or compliant with the Customer’s relevant safety assessments. 12.4 Subject to clause 12.1, Notpla shall under no circumstances be liable to the Customer for any loss or damage suffered by the Customer as a result of any customisation of the Products, which for the avoidance of doubt shall be the sole responsibility of the Customer. 12.5 All Specifications, illustrations, tables graphs, and the like issued by Notpla or contained on the Notpla Website, seller’s catalogue or any other publication must be regarded as a close approximation only.
13. FORCE MAJEURE 13.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.
14. GENERAL
14.1 Assignment (a) Notpla may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract; (b) the Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Notpla.
14.2 Confidentiality (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or product specifications of the other party except as permitted by Clause 14.2 (b); (b) Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement. (d) Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 14.2.
14.3 Entire agreement (a
) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14.4 Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.5 Waiver No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.6 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.7 Notices (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.7 (a), if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.8 Third Party Rights No one other than a party to this Contract and Notpla’s permitted assignees shall have any right to enforce any of its terms.
14.9 Compliance (a) Customer is responsible for controlling its own supply chain. (b) Customer represents and warrants to Notpla that in the performance of its obligations under or in connection with this agreement it shall (i) comply at all times with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes in force from time to time including, without limitation, the Modern Slavery Act 2015; and (ii) not take any action that would constitute a violation of the United Kingdom Bribery Act 2010, as amended from time to time, or any other applicable anti-bribery and corruption laws or regulations. (c) The Customer, subject to compliance with any applicable laws, shall provide to Notpla any relevant documents reasonably requested by Notpla in relation to compliance with Clause 13.8(b). (d) Notpla will have the right to terminate this agreement by written notice with immediate effect to the Customer , at its sole discretion, if such the Customer has breached any of the representations, warranties or obligations made in this Clause 14.9.
14.10 Governing law and Jurisdiction (a) The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales; (b) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
