Nestor Cables Ltd standard terms and conditions of sale
These Standard Terms and Conditions of Sale (“Terms and Conditions”) shall, subject to any variation agreed in writing by Nestor Cables Ltd (hereinafter "Nestor Cables") and in particular subject to any agreement in writing which shall take precedence over these Terms and Conditions, unless otherwise stated in such agreement, apply to all quotations, orders and offers and sales, supply, service and replacement of Nestor Cables’ products and equipment (“Products”), and these Terms and Conditions shall take precedence over any inconsistent or conflicting provision in the customer’s order or suchlike.
2. Formation of Contract
Unless a separate written contract has been signed by Nestor Cables and the customer the sale, supply, service and replacement of Nestor Cables’ Products shall solely be governed by these Terms and Conditions and Nestor Cables’ written acceptance and written confirmation of customer’s order or suchlike, which hereby together constitute the contract (“Contract”) between Nestor Cables and the customer.
3. Prices, minimum order value and cutting fee
Unless otherwise stated by Nestor Cables in writing all quotations are valid for a period of thirty (30) days from the date of offer always subject to Nestor Cables’ right to correct any errors in the quoted prices or to vary any price quoted to reflect changes in the cost of labour, materials, shipment, foreign exchange rates, taxes, duty or other levies taking effect prior to the date of delivery.
Minimum order value for single order is 1.000,00 euros. For orders below this amount a surcharge of 150,00 euros will be applicable.
For requested cut lengths outside of our stock length a cutting fee of 150,00 euros will be charged.
The terms of delivery are defined in accordance with INCOTERMS 2010. The Products shall unless otherwise expressly agreed in writing be delivered FCA, INCOTERMS 2010. The risk of loss of or deterioration of, or damage to the Products, passes to customer upon delivery.
5. Retention of Title
Transfer of ownership to the Products takes place on the date of Nestor Cables’ receipt of full payment, including possible interest on overdue payment.
The customer is committed to take all measures necessary to store, protect and identify the Products, to inform Nestor Cables of such measures and to grant Nestor Cables free access to the premises where the Products are properly stored at the customer’s risk and expense.
The customer undertakes not to process, incorporate, give as security or resell the Products as long as the price has not been paid in full, unless prior written authorization is given by Nestor Cables. The customer is committed to inform any processor of the Products covered by the retention of title.
The Products shall be deemed to be accepted by the customer unless Nestor Cables has received a substantiated written claim as to any defects, damage, shortage, non-delivery or other non-conformity with the Contract within fourteen (14) days from the actual date of delivery of the Products or from the date on which the delivery should have taken place according to the Contract.
Unless otherwise agreed in writing payment shall be made to Nestor Cables by a confirmed irrevocable documentary credit. Any payment outstanding after the due date shall accrue interest at the rate of twelve per cent (12 %) p.a. on the unpaid amount from the date such payment becomes due.
Nestor Cables is entitled to withhold any and all further deliveries to the customer until any unpaid amount, including interest, have been paid in full.
Nestor Cables shall not be under any liability in respect of any delay in delivery or completion of work or service or other non-performance of its obligations under the Contract arising from any Force Majeure occurrence not within the reasonable control of Nestor Cables including but not limited to industrial or labour disputes, riots, mobs, fires, floods, wars, civil strife, embargoes, shortages of labour, materials, power, fuel or means of transportation or other unexpected natural events, whether affecting Nestor Cables or any of its suppliers or subcontractors, or for circumstances caused by reasons of law, regulations or actions or inactions of any government or other competent authority. Any delay caused by Force Majeure shall be excused and Nestor Cables may claim extension of time for as long as such Force Majeure occurrence continues.
Nestor Cables’ aggregate liability to the customer for damages under this Contract, and regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise, shall be limited to and under no circumstances exceed the purchase price of the Products, work or service provided under the Contract. Notwithstanding the above Nestor Cables is under no circumstance liable for any indirect, consequential, special, punitive or incidental damage including, but not limited to, loss of profits or loss of business arising out of or in connection with this Contract.
Nestor Cables shall subject to limitations of liability stated herein indemnify and hold harmless the customer from any claim, suit, action or demand asserted against it arising from any claim by third parties of infringement of any patent, trademarks, copyrights or registered designs, which may be attributable to the use of the Products, or the incorporation by the customer of any Products in equipment sold by the customer.
The provisions of this clause are subject to the following:
- The customer without delay notifies Nestor Cables in writing about the claim and gives its authorization, information and assistance for the defense against the claim;
- Nestor Cables is given the authority to control the defense of any claim, including appeals and all negotiations to effect settlement;
- The customer takes into use, if applicable updated components delivered by Nestor Cables for avoiding the infringement;
- The indemnity is limited to and shall not extend to infringements resulting from
- use or adaptation by Nestor Cables of customer’s parts, designs or specific instructions,
- franchise, use or sale of the Products by the customer in combination with other equipment or devices for which the Products were not designed,
- alterations of the Products by the customer,
- use or sale of the Products in a manner or for a purpose not disclosed to Nestor Cables before the Contract date, or
- a patent, registered design or trademark to which the customer or affiliate or subsidiary of the customer has any direct or indirect interest by license or otherwise.
Nestor Cables’ total liability to the customer under this clause, notwithstanding any other provisions to the contrary, shall not exceed the aggregate sum paid to Nestor Cables by the customer for the Products in question.
11. Copyright and Confidentiality
The copyright and other intellectual property rights in all Nestor Cables’ documents including drawings, specifications and instructions furnished to the customer shall at all times remain vested in Nestor Cables and neither the documents nor their contents shall be used without Nestor Cables’ express prior written consent for any purpose other than for the purpose for which they were furnished. The customer shall not without Nestor Cables’ prior written consent disclose, transfer, transmit or otherwise make available to a third party in any manner or form whatsoever the documents or their contents or any information thereof which can permit the duplication or other utilization of them by any third party.
12. Consents and Business Conduct
The customer shall obtain such governmental and other consents excluding however Finnish governmental consents as may be necessary to enable Nestor Cables to perform the Contract. Nestor Cables shall not be obliged to commence performance of the Contract until the date it has obtained any necessary consent from the Government of Finland and the customer has obtained all other necessary authorizations and given Nestor Cables particulars thereof.
The customer consents that it will comply with applicable rules and regulations on waste electrical and electronic equipment ("WEEE").
Nestor Cables is expecting its customers to carry out business with honesty and in compliance with laws and high ethical standards.
13. Taxes and Duties
The quoted price is exclusive of taxes, duties and charges of any kind in the country of destination. Such duties, taxes and charges are payable by the customer.
14. Termination of Contract
In the event that the customer is in breach of any provision of Contract under these Terms and Conditions or suffers distress or execution or commits an act of bankruptcy or embarks on restructuring proceedings or makes arrangements with creditors due to financial difficulties or goes into voluntary or compulsory liquidation other than for the purpose of reconstruction or amalgamation or has a receiver appointed, Nestor Cables may without prejudice to any other rights or remedies suspend the performance of, or forthwith terminate the Contract by written notice and shall be entitled to payment for the Products already delivered, work in progress and tooling costs under the Contract in question at the contract rate, or (if none) at a rate reasonably based on the agreed price. Nestor Cables shall also be entitled to compensation of any loss or damage sustained by it by reason of the operation of this condition.
15. Arbitration and Law Applicable
These Terms and Conditions shall be construed, governed and interpreted in accordance with the laws of Finland, excluding its conflict of laws rules thereof. It is expressly agreed that the application of Vienna Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
Any dispute, controversy or claim arising out of or relating to Contract under these Terms and Conditions between Nestor Cables and the customer, which cannot be solved by amicable means shall be submitted to arbitration.
Any dispute, controversy or claim arising out of or relating to Contract under these Terms and Conditions, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The Arbitral Tribunal shall consist of a single arbitrator. If parties have not agreed upon the appointment of the arbitrator within 30 days from receiving a written notice from the other party, the single arbitrator will be appointed by the Board of Arbitration of the said Central Chamber of Commerce. The award shall be final and enforceable in any court of competent jurisdiction. The arbitration shall be held in Helsinki, Finland and be conducted in the English language.