Terms and Conditions

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1. Delivery time varies per product and also category. All quotes will include an estimated delivery time for the specified products.

2. Please note that NEUROGIG only accepts payment in advance. If payment is requested by letter of credit there will be an administration charge added to your final invoice. Please see terms and conditions 4.1.

3. Please note that an additional fee of 100 Pounds Sterling will be charged for payment by cheque.

4. Credit card payments will incur a 2.5% surcharge.

5. All prices are exclusive of VAT.

6. Please mention the Quotation Number on any purchase orders.

7. The purchaser should accept Power of Attorney for goods.

8. Prices are subject to our standard terms and conditions.

9. Due to products listed on the NeuroGig online store, product availability is subject to change. 

10. NeuroGig Potentiate items are once off offers and once these item(s) is sold on the NeuroGig online store, any quotes for the item(s) in question will be invalid. All NeuroGig products are sold on a first come first serve basis. We will always endeavour to keep you posted on product availability where applicable.

11. Delivery charges are subject to change. Courier charges are estimates determined from dimensions and weights of listed products. NEUROGIG reserves the right to change delivery fees on any quote or order, especially so with expedited and custom orders.

12. For customers outside of the UK and Northern Ireland, please note that our shipping terms are FOB according to the relevant INCOTERMS. Import duties are included in the quoted price for the European Union, but not for countries outside of the European Union.

13. Signed approval by the buyer for any customised designs of NEUROGIG products will be required prior to order processing.

GENERAL TERMS AND CONDITIONS

DEFINITIONS

1.1 'Buyer' means the person, firm or company placing an order with the Seller.

1.2 'Seller' means NEUROGIG Ltd.

1.3 'Goods' means all goods and materials which are the subject of the Buyer's order or which are supplied to the Buyer by the Seller under these Conditions of Sale.

1.4 'Contract' means the contract formed by the Seller's acceptance of the Buyer's order.

FORMATION OF THE CONTRACT

2.1 There shall be no binding agreement between the Seller and the Buyer until the Seller receives a valid order number from the Buyer in writing. No Order submitted shall be deemed to be accepted by the Company unless and until confirmed in writing by the Seller. The Seller specifically reserves the right not to accept any Customer Order.

2.2 All orders are accepted subject to the Seller's Conditions of Sale. No terms or conditions put forward by the Buyer shall be binding on the Seller unless agreed in writing by the Managing Director of NEUROGIG Ltd.

2.3 No variation of these Terms shall be binding unless agreed in writing by the Seller and the Buyer. 

PRICES

3 Unless otherwise expressly agreed to the contrary, the goods shall be sold and invoiced at the Seller's prices in effect at the time of shipment of the Goods.

PAYMENTS

4.1 Unless otherwise expressly agreed in writing by the Seller, payment shall be made in advance, in pounds sterling, prior to the delivery of any products ordered. Payment by letter of credit will only be allowed upon approval by NEUROGIG's managing director.

4.2 Quotations automatically expire 30 calendar days from the date issued unless otherwise stated in the quotation and are subject to withdrawal by notice within that period. Any purchase- or service order issued by Buyer upon an expired quotation may be accepted by the Seller at its sole discretion; any such acceptance will be communicated to Buyer in writing. Prices shown on the published price lists and other published literature issued by Company are not unconditional offers to sell and/or perform services and are subject to change without notice.

4.3 The time of payment shall be of the essence of these terms and conditions. If the Buyer fails to make any payment the Seller shall, without prejudice to any right which the Seller may have pursuant to any statutory provision in force from time to time, have the right to cancel the order.

4.4 The Buyer shall not be entitled to pay by letter of credit.

4.5 The Seller shall be entitled to cancel the Contract if the Buyer shall suffer any distress or execution to be levied on its goods or if

it makes any arrangement with its creditor or enters into liquidation, whether compulsory or voluntary, except for the purpose of amalgamation or reconstruction or has a receiver appointed of any of its property or assets, or if the Buyer being an individual shall commit an act of bankruptcy or have a receiving order made against him. If any payment is not paid when due, the Seller shall be entitled to suspend any further deliveries under this, or any other Contract with the Buyer and to cancel his Contract in whole or in part without prejudice to its other rights and without incurring any liability to the Buyer.

DELIVERY

5.1 Delivery dates are approximate and are based on prompt receipt of all necessary information regarding the equipment to be delivered, including but not limited to any import/export authorizations required by law or regulation. The Seller will use reasonable efforts to meet the indicated delivery and service dates but will not be held responsible for its failure to do so. Risk of loss shall pass to Buyer upon delivery to a carrier. In the event of any delay in delivery caused by Buyer, the Seller will store and handle all items at Buyer's risk and will invoice Buyer for the unpaid portion of the contract price, plus applicable storage, insurance, and handling charges. The invoice will be payable in full within 30 days from the invoice date. The Seller has the right to make partial shipments and bill for those shipments; The Buyer will make payment in accordance with terms referenced in 4.1 above, unless arranged otherwise in writing. The Seller will not accept responsibility for any shortages or damages unless all shipping containers and packing materials are retained for inspection.

5.2 The Seller shall not be liable to the Buyer for any loss or damage, whether direct, indirect or consequential, if it is delayed or prevented from delivering the Goods or otherwise performing its contractual obligations due to force majeure, Act of God, natural disasters, fire, flood, explosion or earthquake, serious accidents, prohibition or limitation of exports or imports, any act of government, war, insurrections, riots, strikes or labour disturbances (whether at the Seller's works or elsewhere), shortages of materials or any other cause or event whatsoever beyond the reasonable control of the Seller.

5.3 In the event of the occurrence of any of the causes or events mentioned in Clause 5.2 above, the Seller may at its option either suspend performance or cancel the Contract or so much of it as remains unperformed without liability for loss and without prejudice to the Seller's rights to receive payment of the price of all Goods previously delivered or work already done.

5.4 The Seller may make delivery by instalments unless otherwise agreed. Failure by the Buyer to accept or pay for any instalment may be treated by the Seller as a repudiation of the Contract.

5.5 Unless otherwise specified in the Seller's quotation or Acceptance of Order, the Seller shall arrange delivery of the Goods to the Buyer's premises or any other delivery point indicated in the Contract and shall insure the Goods to the point of Delivery. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without limiting any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs of storage

5.6 If Goods are delivered in accordance with Clause 5.5 above, the Buyer will be responsible for, and at his own expense provide all necessary labour to off load the Goods on arrival at the delivery address.

5.7 No claim for short delivery or damage to the Goods may be made unless notified to the Seller by registered letter within five working days of the receipt of the Goods by the Buyer.

5.8 Claims for non-delivery must be made within 28 days of the advised date of dispatch of the goods.

RISK

6.1 The goods shall be subject to the risk, as quoted in the relevant INCOTERMS, on the order acknowledgement.

6.2 If the Buyer arranges the carriage of the Goods from the Seller's premises, the Goods shall be at the Buyer's risk immediately on

delivery to the carrier and the Buyer must insure the goods accordingly.

6.3 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Seller.

RESERVATION OF TITLE

7.1 In respect of a Purchase Order for Equipment and Accessories, the title to such Goods shall, notwithstanding delivery and the passing of risk, not pass to the Buyer until the Seller has received cleared funds payment in full of the price of the Goods (including delivery charges) and all other goods (of any nature) agreed to be sold by the Seller to the Buyer for which payment is then due.

7.2 If the Goods are used as a component in the production of other goods or as a part of a mixture of other goods, then such other goods shall belong to the Seller and shall be stored so as to be identified as such and the proceeds of sale or other disposal of such goods shall belong to the Seller to the extent of all sums due from the Buyer to the Seller.

7.3 Failure on the part of the Buyer to promptly pay any interest due under the Contract shall give the Seller the right (without prejudice to other remedies) to repossess the Goods with or without prior notice and to enter any premises in which the Goods may be for the purposes of repossession.

7.4 Nothing in this Clause 7 gives the Buyer any right to return the Goods in whole or in part, immediately payment becomes due under the Contract. The Seller shall have the right to sue the Buyer for such payment together with interest and all other sums due from the Buyer, notwithstanding any other provisions of this Clause 7.

7.5 The Seller reserves the right to transfer ownership to the Buyer of Goods supplied.

INSURANCE

8 Upon request, the Seller shall provide evidence of insurance in accordance with its standard coverage and limits. The Seller does not provide third parties direct access to its insurance or give additional rights to its insurance, such as naming additional insured parties. From the time at which risk passes under the provisions of Clause 6 hereof, the Buyer shall keep the Goods comprehensively insured to their full replacement against all risks including, but not limited to, damage in shipment, naming the Seller as an additional insured until final payment is made.

WARRANTIES

9.1 Unless otherwise notified in writing to the Buyer, the Seller warrants to the Buyer that NEUROGIG designed and manufactured Goods sold here-under will be free from defects in materials and workmanship for a period of three years from the date of receipt thereof by the Buyer. For all other third-party supplied items, a one-year warranty will apply unless otherwise stipulated. The Seller agrees that, provided the Buyer makes a full inspection of the Goods immediately upon receipt and notifies the Seller forthwith of any defects which it discovers, after prior written notice from the Buyer of such defects, it shall repair or replace at the Seller's option, any such Goods (or parts thereof) which its examination discloses to have been defective and which are returned to the Seller's designated factory, transportation charges prepaid during the warranty period. The Seller shall have no liability under this warranty for any cost other than those of repair or replacement as specified in this Clause 9.1, nor shall the Seller be liable for any labour charges involved in removal or replacement of the defective Goods or parts thereof.

9.2 There are no warranties, express or implied, of merchantability or of fitness for a particular purpose, or of any other kind, except those made in Clause 9.1 hereto. In particular, and to the extent permissible by law, all conditions and warranties which would otherwise be implied by statute or under the common law are hereby excluded. In no event shall the Seller's liability to the Buyer for any breach of the above warranty exceed the price paid for the goods with respect to which the claim is made. The Seller shall under no circumstance be liable for any indirect, consequential or incidental damages arising either from breach of any of the warranties contained in this agreement or from any cause whatsoever, even if the Seller has been advised of the possibility of such potential loss, except liability for death or personal injury arising from the Seller's proven negligence.

9.3 The standard warranty for all NEUROGIG designed and manufactured goods is three years. The warranty only covers defective products and not user related damage and neglect. In the event of a product being returned the Manufacturer will test the product and if the fault is found to be caused by neglect, or misuse then the buyer shall be charged for the replacement part and the shipping of both the new part and the original part. NEUROGIG will respond to any issues within two working days following the buyer reporting a fault, which should be reported both by phone and by e mail. Depending on the part, the buyer can expect to have the part repaired within four weeks.

PATENTS & COPYRIGHT

10.1 The sale and delivery of the Seller's equipment and/or software to the Buyer will in no way transfer to the Buyer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property incorporated into the equipment and/or software.

10.2 The Buyer warrants that any design or instruction furnished or given by him shall not be such as will cause the Seller to infringe

any letters, patent copyright, registered design or trademark, in the execution of the Contract, and the Buyer will indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer's specification which involves the infringement of any letter, patent copyright or registered designs.

10.3 All plans, documents, drawings and specifications published and supplied by the Seller are protected by copyright and may not be disclosed to third parties, other than the ultimate user, or be reproduced without the Seller's consent in writing.

TAXES

11.1 The Seller's prices do not include any applicable sales, goods/services, use, excise or similar taxes, and the amount of any such tax which the Seller may be required to pay or collect will be added to each invoice and paid by Buyer unless Buyer has furnished the Seller with a valid tax exemption certificate acceptable to the taxing authorities prior to shipment. If an exemption certificate provided to the Seller by Buyer is, through no fault of the Seller, subsequently determined to be invalid, the previously unpaid sales, use, excise, or similar tax will be billed to and paid by Buyer.

11.2 The Buyer shall promptly pay when due all taxes, duties and other charges upon the export, import, sale, purchase, ownership, possession or use of the Goods. The Buyer agrees to indemnify the Seller against all such taxes, duties and other charges imposed upon the Seller. The Seller reserves the right to add the amount of any such taxes, duties or other charges paid by the Seller to the total purchase price to be paid by the Buyer.

SELLER'S REMEDIES

12 No relaxation, forbearance or delay by the Seller in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the rights of the Seller here-under, nor shall any waiver by the Seller of any breach operate as a waiver of any subsequent or continuing breach thereof.

AMENDMENTS OR VARIATIONS

13 No amendment to or variation of these Conditions of Sale or any part thereof shall be valid as against the Seller unless it is in writing and signed by the Managing Director of NEUROGIG Ltd.

HEADINGS

14 Headings to the clauses in these Conditions of Sale are inserted for convenience of reference only and shall not affect the construction thereof.

SEVERABILITY

15 If any provision of the Contract is held by a Court to be unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected

GOVERNING LAW & JURISDICTION

16 All contracts incorporating these Conditions shall be governed by and construed in accordance with the laws of England and the Buyer agrees to submit to the jurisdictions of the English courts.