All orders are accepted by Napoleon Products Limited subject to the Terms and Conditions of Sale set out below:
All orders for products and services on the Napoleon Products Ltd website are accepted by Napoleon Products Limited subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by Napoleon Products Ltd unless agreed in writing by an authorised signatory of Napoleon Products Ltd or expressly stated otherwise in these terms and conditions of sale.
All descriptions of the products and services contained on the Napoleon Products Ltd website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between Napoleon Products Ltd and the Customer. Napoleon Products Ltd shall not be liable to the Customer for any errors or omissions in its catalogue. The advertising of products and services on the Napoleon Products Ltd website is not an offer capable of acceptance, it merely constitutes an invitation by Napoleon Products Ltd for the Customer to make an offer to purchase products and services.
These terms and conditions of sale do not apply to export transactions, to which separate terms and conditions of sale apply.
Napoleon Products Ltd is a business-to-business supplier. The Napoleon Products Ltd website is intended for use by business customers and not by consumers or private individuals. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
The prices of the products and services are as set out on the Napoleon Products Ltd website at the date of despatch of the ordered products or the date of provision of the ordered services.All prices exclude VAT, which Napoleon Products Ltd will add at the rate applicable at the date of order despatch. Napoleon Products Ltd reserves the right to change prices without prior notice at any time.
Napoleon Products Ltd reserves the right to decline to trade with any company or person. In addition, Napoleon Products Ltd may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or facsimile within a reasonable period of receipt by Napoleon Products Ltd of the order.
Napoleon Products Ltd executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when Napoleon Products Ltd next has available stock or be cancelled.
The Customer must submit orders using the Napoleon Products Ltd stock numbers and the priced units used in the Napoleon Products Ltd website.
Napoleon Products Ltd will aim to deliver products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out on the Napoleon Products Ltd website current at the date of order or will be notified to the Customer at the time of order. Delivery prices apply per order, accounting for the total weight and dimensions of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.
Times and dates for delivery quoted on the Napoleon Products Ltd website or by Napoleon Products Ltd employees are approximate only and Napoleon Products Ltd shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products marked in the catalogue as requiring special handling may (because of the nature of the products) take up to 72 hours after acceptance of the Customer's order.
If any delivery is late, the Customer must notify Napoleon Products Ltd, and Napoleon Products Ltd will endeavour to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. Napoleon Products Ltd may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable Napoleon Products Ltd may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.
Napoleon Products Ltd will aim to deliver products in accordance with the lead times published for them on the Napoleon Products Ltd website. All such lead times are approximate only. Napoleon Products Ltd may, following Customer's order, notify the Customer if Napoleon Products Ltd will be unable to fulfill any order within that published lead time, and will provide alternative options. Orders containing products where total value is less than £100 are subject to an additional shipping and handling charge or quoted at the time of order (subject to change from time to time).
5. Inspection, Delivery Delays and Non-Delivery
The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 10 days of the date of delivery or, in the case of clause iv, the due date for delivery, give notice to Napoleon Products Ltd in detail of:
Any defect in the product that is apparent on reasonable examination. In this case Napoleon Products Ltd shall, at Napoleon Products Ltd’s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
Any shortfall in products delivered. In this case Napoleon Products Ltd shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
Any delivery of products not in accordance with the order. In this case Napoleon Products Ltd shall, at Napoleon Products Ltd discretion, replace the products or refund the purchase price;
Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Napoleon Products Ltd shall deliver the undelivered products or refund the price of the undelivered products.
If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly Napoleon Products Ltd’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. RS shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
If Napoleon Products Ltd has not granted credit to the Customer, payment terms are cash with order.
Credit terms (subject to satisfactory references and at Napoleon Products Ltd absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service by the 20th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.
If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
Napoleon Products Ltd may apply a compensation charge as an estimate of administrative and other wasted costs incurred by Napoleon Products Ltd to the Customer of £40 for outstanding sums up to £999.99: £70 for outstanding sums between £1,000 and £9,999.99 and £100 for outstanding sums of £10,000 or more; and
Napoleon Products Ltd may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 8 per cent per annum above the Bank of England base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
7. Risk and Ownership
Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of all products supplied shall not pass to the Customer until full payment of the purchase price of the goods and of all other amounts owing to Napoleon Products Ltd has been made (in cash or cleared funds). If the Customer is late in paying any sum to Napoleon Products Ltd, then Napoleon Products Ltd shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises Napoleon Products Ltd and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by Napoleon Products Ltd shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or Napoleon Products Ltd’s right to sue for the whole of the price.
8. Product and Availability Information
Napoleon Products Ltd reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any Napoleon Products Ltd range.
Unless otherwise confirmed, nothing in any Napoleon Products Ltd catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
For products purchased from Napoleon Products Ltd: Napoleon Products Ltd warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to Napoleon Products Ltd within 12 months of the original date of despatch, or such other longer period as may be indicated by Napoleon Products Ltd for specific products from time to time in writing.
These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Napoleon Products Ltd. The Customer must return or dispose of the products, or make them available for collection by Napoleon Products Ltd, in accordance with Napoleon Products Ltd’s instructions and suitably packaged. All orders are accepted by Napoleon Products Ltd subject to the Terms and Conditions of Sale set out below:
The Customer must contact Napoleon Products Ltd to notify Napoleon Products Ltd of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, Napoleon Products Ltd may refuse such products and return them to the Customer at the cost of the Customer.
Any products which are replaced by Napoleon Products Ltd shall become the property of Napoleon Products Ltd. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.
The remedies set out above shall be Napoleon Products Ltd’s sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.
The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). Napoleon Products Ltd will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Napoleon Products Ltd by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
10. Limitations of Use
Products sold by Napoleon Products Ltd are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
Napoleon Products Ltd shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the Napoleon Products Ltd sales staff) whether or not due to its negligence or that of its employees, agents or sub-contractors.
Napoleon Products Ltd shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with: (i) any express or implied terms of the contract between Napoleon Products Ltd and the Customer, or of any order accepted by Napoleon Products Ltd; (ii) any duty of any kind imposed on Napoleon Products Ltd by law arising out of or in relation to the contract between Napoleon Products Ltd and the Customer or order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale.
If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 9, 10 and 11 any liability attaches to Napoleon Products Ltd, Napoleon Products Ltd 's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between Napoleon Products Ltd and the Customer, or of any order accepted by Napoleon Products Ltd; (ii) any duty of any kind imposed on Napoleon Products Ltd by law arising out of or in relation to the contract between Napoleon Products Ltd and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.
Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of Napoleon Products Ltd for death or personal injury caused by the negligence of Napoleon Products Ltd or its employees, agents or sub-contractors, or for fraud.
12. Cancellations and Returns
The Customer may not cancel orders once accepted by Napoleon Products Ltd. Napoleon Products Ltd may, at its discretion and in writing, allow an order to be cancelled subject to Napoleon Products Ltd recovering from the Customer the costs incurred by Napoleon Products Ltd. In the event of cancellation of part of any order only, Napoleon Products Ltd may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
The Customer may only return products to Napoleon Products Ltd, and receive a credit or refund and on the following conditions:
The Customer must contact Napoleon Products Ltd prior to the return of any products and obtain the prior consent of Napoleon Products Ltd and obtain a returns number (to be quoted on all returned paperwork);
Return must be made within 30 days of the date of delivery (as stated on the delivery documentation). Products must be returned to Napoleon Products Ltd in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale. Products must be returned to Napoleon Products Ltd adequately packed and despatched freight prepaid, clearly labelled to: CUSTOMER RETURNS DEPARTMENT, Napoleon Products Ltd, Unit 20 Edgar Industrial Estate, Carryduff, Co Antrim, BT8 8AN , N Ireland.
The Customer must follow any specific instructions which appear on the Napoleon Products Ltd website or with any product regarding its return to Napoleon Products Ltd;
The Customer must quote the invoice details or the Napoleon Products Ltd reference number on the Napoleon Products Ltd Customer Returns Form from the original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price; and
For products returned due to Customer error or no longer required and returned in accordance with (i) - (iii) above a handling charge will be applied.
Where the Customer returns products to Napoleon Products Ltd not in accordance with (i) - (iii) above (for example, after 30-days from the date of despatch or in an unfit state) Napoleon Products Ltd will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing
Napoleon Products Ltd accepts no responsibility for any loss of or damage to products in transit from Customer to Napoleon Products Ltd or for any items received by Napoleon Products Ltd with them.
Napoleon Products Ltd offers services in respect of products. These services include: REPAIR, Napoleon Products Ltd may quote a turnaround time target for these services, but Napoleon Products Ltd shall be under no liability if it fails to comply with such target. Except in respect of the REPAIR service, the product must be free from physical and electrical damage and from modifications (other than modifications detailed in the literature supplied with the product).
14. Force Majeure
A force majeure event is any event beyond the reasonable control of Napoleon Products Ltd (including strikes, traffic congestion, the downtime of any external line, or Napoleon Products Ltd’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Napoleon Products Ltd is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Napoleon Products Ltd shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, Napoleon Products Ltd may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
15. Rights in the Catalogue
The Customer acknowledges that Napoleon Products Ltd and its licensors own the intellectual property rights in the Napoleon Products Ltd website, the Napoleon Products Ltd catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without Napoleon Products Ltd’s prior written consent is prohibited.
Supplier shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with this agreement shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
not (directly or indirectly) induce any employee, agent or subcontractor of Napoleon Products Ltd to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
not do or omit to do any act that will cause or lead Napoleon Products Ltd to be in breach of any of the Relevant Requirements
promptly report to Napoleon Products Ltd any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this agreement
have and maintain in place throughout the term of this agreement its own policies and procedures, including, but not limited to, adequate procedures to ensure compliance with the Relevant Requirements and shall promptly supply copies of or provide access to such policies on request from Napoleon Products Ltd.
Supplier is informed that Napoleon Products Ltd employees are not permitted to:
accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with Napoleon Products Ltd or seeks to do so;
solicit gifts or other favours from any company or individual that does business with Napoleon Products Ltd, or seeks to do so
Entertainment is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that Napoleon Products Ltd’s employees, agents or contractors, can reciprocate.
Financial restrictions on gifts and entertainment are contained in Napoleon Products Ltd's Anti-Bribery Policy and further details are available on request.
Any breach of this clause 16 shall be a material breach of this agreement which is incapable of remedy.
17. Data Protection and Customer Information
Napoleon Products Ltd under the Data Protection Act 1998 may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. If the Customer or its employees do not want to receive details of these offers then they should contact the Napoleon Products Ltd either in writing at Napoleon Products Limited,Unit 20 Edgar Industrial Estate, Carryduff, BT8 8AN, N Ireland, by fax on 02890 817705, by telephone on 02890 817704 or by e-mail at: email@example.com.
18. Law and Jurisdiction
The contract between Napoleon Products Ltd and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the non-exclusive jurisdiction of the High Court of Justice in England, but Napoleon Products Ltd may enforce the contract in any court of competent jurisdiction.
Registered office: Napoleon Products Limited, Unit 20 Edgar Industrial Estate, Carryduff ,BT8 8AN, Northern Ireland, Tel: 02890 817704, Fax: 02890 817705. Registered No. NI 48676 VAT Registration No. GB 654 0481 4