1. General.

1.1. All orders for Goods shall be deemed to be an offer by the Buyer to purchase goods in accordance with these conditions. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.

1.2. Any variation to these conditions (including any special terms and conditions agreed between the parties shall be inapplicable unless agreed in writing by the Seller.

1.3. Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, maintenance or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.

1.4. Nothing in these conditions shall effect the statutory rights of any Buyer dealing as a consumer,

2. Price, Payment and Currency.

2.1. The Price is strictly confidential between the Buyer and the Seller. Any disclosure (verbal or non-verbal) relating to this transaction by either the Buyer their employees or agents will be deemed as breach of this contract.

2.2. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due, interest to accrue from day to day, until the date of payment at a rate of 2% per annum above the base rate of the Bank of England.

2.3. The Seller reserves the right to refuse sale of any goods at any time and is not required to disclose any justification to refuse sale. If payment of the Price or any part thereof is not made by the agreed due date, the Seller shall be entitled to:

2.3.1. require full payment in advance of dispatch in relation to any Goods not previously delivered;

2.3.2. refuse to make dispatch of any undelivered Goods to the Buyer.

2.3.3. terminate the contract.

2.4. Payment shall be made in US Dollars ($USD) unless otherwise agreed in writing by the Seller.

2.5. Where delivery of an order is to be made at different locations and at different dates, payment in full shall be made to the Seller prior to dispatch of the first part of the order as agreed at the time of order.

3. Description.

3.1. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that they do not in any way rely on any description when entering into the contract.

4. Delivery and Despatch.

4.1. Dispatch of the Goods will be to the address specified by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

4.2. The date of dispatch specified by the Seller is an estimate only at the time of order. Time for dispatch shall be confirmed by the Seller using the agreed method of communication no later than 5 days before actual dispatch. Every reasonable effort will be made to comply with such dates. Compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure or any cause to meet any delivery or dispatch date stated.

4.3. If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such time as delivery maybe effected. The Seller shall notify the Buyer within 24 hours if these circumstances arise.

4.4. If the Buyer fails to accept delivery of Goods on the delivery date or within 10 days of notification that they are ready for dispatch the Seller reserves the right to retain the Goods.

4.5. Where the Buyer requires delivery of the Goods by instalments, scheduling of dispatch, delivery dates and location must be agreed at the time of order.

4.6. Where the delivery of the Goods is made by instalments 5.5 above must be complied with.

4.7. Notwithstanding that delivery may have been delayed, the Buyer shall be bound to accept delivery at any time within 3 months of the originally agreed delivery date.

5. Acceptance.

5.1. The Buyer is exclusively responsible for ascertaining the use to which the Goods will be put and for determining their ability to function for that purpose.

5.2. The Buyer is required to test Goods upon delivery and shall be deemed to have accepted the Goods on delivery.

5.3. The Buyer shall not remove or otherwise interfere with the Unique Identification Reference (UIR) in any way on the Goods.

5.4. The Buyer is responsible for the disposal of all packaging.

6. Maintenance.

6.1. Responsibility for maintenance of the goods is the Buyers at all times following acceptance of the goods.

7. Risk and Title.

7.1. Risk of damage or loss of the Goods shall pass to the Buyer at the time of dispatch.

7.2. Notwithstanding delivery and the passing of risk or any other provision of these conditions, the Goods shall not pass to the Buyer until the Seller has received cleared funds payment in full of the agreed Price of the Goods.

7.3. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all monies owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Guarantee.

8.1. Where the Goods are found to be defective, the Seller shall, replace defective Goods in accordance with the Sellers guarantee if acceptable from the date of delivery, subject to the conditions in 10.1.1 and 10.1.2.

8.1.1. The Buyer notifying the Seller in writing immediately (within 24 hours) upon the defect becoming apparent;

8.1.2. the defect being due to faulty design, materials or workmanship;

8.2. Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.

8.3. Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller.

8.4. The Seller shall be entitled in its absolute discretion to refund the price of the whole unit and not just the defective component.

8.5. The remedies contained in this clause are without prejudice and subject to the other conditions herein, including, but without limitation, to conditions 9 and 10 below.

9. Liability.

9.1. No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Buyer, or on its behalf, to the Seller, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

9.1.1. the correspondence of the Goods with any description or sample;

9.1.2. the quality of the Goods; or

9.1.3. the fitness of the Goods for any purpose whatsoever.

9.2. No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

9.2.1. the correspondence of the Goods with any description;

9.2.2. the quality of the Goods.

9.3. Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.

9.4. For the avoidance of doubt the Seller will not accept any claim for consequential, physical or financial loss of any kind however caused.

10. Limitations of Liability.

10.1. Where any court or arbitrator determines that any part of clause 9 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the unit price excluding any taxes or shipping or disposal costs.

11. Intellectual Property Rights.

11.1. The Buyer will indemnify NeBu Leisure and its related business entities against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.

11.2. In the event that all the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods.

11.3. All intellectual property rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

12. Force Majeure.

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, political change, weather, epidemic, pandemic, bankruptcy, military activity or failure to provide service from any third parties, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it providing a minimum of 3 calendar days notice to the Buyer.

13. Relationship of Parties.

13.1. Nothing contained in these conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these conditions shall be deemed to construe either of the parties as the agent of the other.

13.2. The Seller shall at all times make all reasonable efforts to maintain the confidentiality of the identity of its clients in respect of any business or enquiry relating to the Sellers goods, except in relation to legitimate law enforcement agencies, unless agreed in writing by both parties.

14. Assignment and Sub-Contracting.

14.1. The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

15. Waiver.

15.1. The failure by either party to enforce at any time or for any period any one or more of the conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.

16. Severance.

16.1. If any term or provision of these conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

17. No Set-off.

17.1. The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.

18. Entire Agreement.

18.1. These conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.