1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday in England) when banks in London are
open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance
with clause 12.2.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in
accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Specification: any specification for the Goods contained or referred to in the Supplier’s catalogue, which has
been specifically agreed in writing between the Supplier and the Customer in the manner referred to in clause
2.5 or as otherwise provided to the Customer.
Supplier: Niglon Limited (registered in England and Wales with company number 00891753).
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended
or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation
made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be
construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and emails.
- Basis of Contract
2.1 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.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these
Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable
agreed Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the
Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it
has not relied on any statement, promise, representation, assurance or warranty made or given by or on
behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions
or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of
giving an approximate idea of the Goods described in them. They shall not form part of the Contract or
have any contractual force.
2.6 All product information relating to the Goods description, specification or otherwise, must be verified
with the Supplier’s sales department before placing the Order, or specifically agreed in writing between
the Supplier and the Customer, and specifically set out or referred to, in the Order. The Supplier may
discontinue or replace at any time without notice any Goods which appear in its catalogues, brochures or
within any online presence.
2.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be
valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described in the Supplier’s catalogue.
3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable
statutory or regulatory requirements.
3.3 The Customer shall quote product numbers and finish required in its Order and only in wholesale
quantities (i.e. not less than a standard pack of each product).
3.4 Where the Customer wishes to open a new account with the Supplier, it shall provide such bank and
trade references as the Supplier shall require.
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the
parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the
Goods are ready.
4.2 Where the Goods are to be delivered to the Customer’s carrier (as opposed to delivery to the Customer’s
premises or other location contained in the Order) delivery shall be deemed completed as soon as the
Goods are delivered to the Customer’s carrier.
4.3 Where the Goods are to be delivered to the Customer’s premises or to another location contained
in the Order, delivery of the Goods shall be deemed completed on the Goods’ arrival at the Delivery
Location regardless as to whether a representative of the Customer (or someone purporting to be a
representative of the Customer) has signed a delivery note or such other acknowledgement of receipt of
4.4 Immediately upon receipt of the Goods the Goods supplied will be deemed to have been delivered in
the quantity set out in the delivery note unless the delivery note or other acknowledgement is signed
“unexamined” by the Customer and the packaging and Goods are retained for later inspection.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The
Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure
Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods and any costs or expenses incurred by the
Supplier in respect thereof shall be charged to the Customer.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by
the Customer in obtaining replacement goods of similar description and quality in the cheapest market
available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the
Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to
provide the Supplier with adequate delivery instructions or any other instructions that are relevant to
the supply of the Goods.
4.7 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10%
more or less than the quantity of Goods ordered. Any shortage or over delivery of the Goods shall be
reported by the Customer within three days of delivery
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each
instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not
entitle the Customer to cancel any other instalment.
4.9 Subject to clause 6.2(a) any query in relation an Order must be raised with the Supplier within 3 days of
delivery otherwise the Supplier will be under no obligation to deal with the said query.
5.1 The return of non-faulty Goods (Returned Goods) will not be accepted back for credit unless:
(a) An inventory of the Returned Goods has been submitted to the Supplier (showing a description of the
Returned Goods, the delivery note under which the Returned Goods were supplied and the relevant
(b) The Supplier’s prior written consent is given to the return of the Returned Goods;
(c) The Returned Goods are returned in their original packaging, and in an unmarked and undamaged
(d) The Customer pays the full carriage and insurance costs arising in respect of the delivery of the
Returned Goods to the Supplier.
5.2 Upon receipt of the Returned Goods the Supplier shall inspect them and only such Returned Goods
found to be in their original packaging, unmarked and undamaged shall be eligible for a credit.
5.3 The Supplier shall credit the original invoice under which the Returned Goods were supplied to the
Customer, less a 25% restocking fee within 30 days of receipt of the Returned Goods.
5.4 If any goods or products are returned to or collected by the Supplier, which were not supplied by the
Supplier, the Customer shall indemnify the Supply on demand, and keep the Supplier so indemnified
against all costs, expenses, charges, fees, liabilities, claims or otherwise relating thereto, including those
relating the collection, storage and or disposal (whether in accordance with the Waste Electrical and
Electronic Equipment Directive (2012/19/EU) other otherwise) of such goods or products.
5.5 Notwithstanding clauses 5.1 to 5.3 above, no returns will be accepted in respect of:
(a) Returned Goods that had been in the possession of the Customer for a period in excess of 10 Business
(b) Any black enamelled conduit fittings; and
(c) Bespoke, non-standard or made to order Goods under any circumstances whatsoever.
6.1 The Supplier warrants that on delivery and for a period of 12 months from the date of delivery
(warranty period), the Goods shall:
(a) conform with their description; and
(b) be free from material defects in design, material and workmanship.
6.2 Subject to clause 6.3, if:
(a) the Customer gives notice in writing to the Supplier within three days of delivery that some or all of
the Goods do not comply with the warranty set out in clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of
business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective
Goods in full.
6.3 The Supplier shall not be liable for Good’s failure to comply with the warranty set out in clause 6.1 in any
of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause
(b) the defect arises because the Customer failed to follow the Supplier’s or any manufacturer’s oral or
written instructions as to the storage, commissioning, installation, use and maintenance of the Goods
or (if there are none) good trade practice regarding the same; or
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by
the Customer; or
(d) the Customer alters or repairs such Goods without the written consent of the Supplier; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or
working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements; or
(g) the defect arises as a result of the use of the Goods in any particular design, installation or
configuration, unless the Specification clearly states that the Goods are suitable for such use; or
(h) the Goods are used with incompatible goods or products or outside of the permitted tolerances,
whether any limitations on such tolerances are contained or referred to in the Specification or are
otherwise within the reasonable contemplation and knowledge of the Customer.
6.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the
Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 Except as set out in these Conditions, all warranties, conditions and other terms (to include 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
- Title & Risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods
that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time
of payment of all such sums; and
(b) The Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the
time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily
identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price
from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business
(but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells
the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which
resale by the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events
listed in clause 9.2 or the Supplier reasonably believes that any such event is about to happen then,
without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or
irrevocably incorporated into another product;
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party
where the Goods are stored in order to recover them and the Customer hereby grants to the
Supplier an irrevocable licence to enter at any time any of the Customer’s premises where the
Goods are stored in order to repossess or inspect the Goods; and
the Customer shall pay all of the Supplier’s costs and expenses incurred in connection with the
repossession and/or inspection of the Goods
- Price & Payment
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out
in the Supplier’s catalogue or such other published price list in force as at the date of delivery, or to the
extent applicable, in any price arrangement agreement between the Supplier and Customer. The Supplier
may change its catalogue or published prices at any time without notice The Customer must check the
current price applicable before placing the Order. Unless specified all prices are in Pounds Sterling and
subject to VAT at the applicable rate.
8.2 Where the Supplier and the Customer agree a discount to the catalogue or published price for the Goods,
such discount will only apply to the extent that payment for the Goods supplied with such discount is
made in full in accordance with the payment terms set out in these Conditions.
8.3 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the
Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes
and duties, and increases in labour, materials and other manufacturing costs); or
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or
the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier
adequate or accurate information or instructions.
8.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the
Goods, which shall be invoiced to the Customer.
8.5 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall,
on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in
respect of VAT as are chargeable on the supply of the Goods.
8.6 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery
Any queries relating to the price for the Goods must be raised with the Supplier within 10 Business Days
of the date of the invoice. Thereafter the Customer will be deemed to have accepted the invoice and be
responsible for payment thereof in full without set off or deduction.
8.7 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice.
Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of
8.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for
payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum
above Barclays Bank PLC’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 judgment.
The Customer shall pay the interest together with the overdue amount together with the Supplier’s
reasonable costs incurred in connection with the recovery of the debt.
8.9 In addition to clause 8.8 any discount applied to the Goods in accordance with clause 8.1 shall in the
event of late payment be withdrawn without notice and shall no longer apply and the full price for the
Goods shall be payable in respect thereof.
8.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim,
deduction or withholding (except for any deduction or withholding required by law). The Supplier may at
any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the
Customer against any amount payable by the Supplier to the Customer.
- Termination & Suspension
9.1 If the Customer becomes subject to any of the events listed in clause 9.2 or the Supplier reasonably
suspects that the Customer is about to become subject to any of the events listed in clause 9.2, the
Supplier may terminate the Contract with immediate effect by giving written notice to the Customer
(without thereby incurring any liability to the Customer).
9.2 For the purposes of clause 9.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as
they fall due or admits inability to pay its debts, or (being a company or limited liability partnership)
is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or
(being an individual) is deemed either unable to pay its debts or as having no reasonable prospect
of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a
partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement
with its creditors other than (where the Customer is a company) where these events take place for
the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other
companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for
or in connection with the winding up of the Customer, other than for the sole purpose of a scheme
for a solvent amalgamation of the Customer with one or more other companies or the solvent
reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given or if an administrator is
appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become
entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed
over the Customer’s assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole or any part of
its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to
which it is subject that has an effect equivalent or similar to any of the events mentioned in
clause 9.2(a) to clause 9.2(f) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a
substantial part of its business;
(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the
Customer’s capability to adequately fulfil its obligations under the Contract has been placed in
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or
physical), is incapable of managing his or her own affairs or becomes a patient under any mental
9.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the
Contract or any other contract between the Customer and the Supplier if the Customer becomes subject
to any of the events listed in clause 9.2(a) to clause 9.2(i), or the Supplier 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.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of
the Supplier’s outstanding unpaid invoices and interest and debt recovery costs incurred as at the date
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies,
obligations and liabilities that have accrued as at termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force
- Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to clause 10.1:
(a) the Supplier shall under no circumstances whatever 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 including any loss or
damage that results from any action or inaction of the Supplier’s suppliers, employees, agents or
(b) the Supplier’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 including any loss or damage that results from any action or inaction of the
Supplier’s suppliers, employees, agents or subcontractors;, shall in no circumstances exceed the price
of the Goods.
- Force Majeure
The Supplier shall be liable for any failure or delay in performing its obligations under the Contract to the
extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event
beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have
been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its
own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism,
riot, civil commotion, interference by civil or military authorities, import or export regulations or embargoes,
breakdown of plant or machinery, difficulties in obtaining raw materials, labour, fuel or machine parts, national
or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear,
chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods,
storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather
conditions, or default of suppliers or subcontractors.
12.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other
manner with any or all 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 the Supplier.
12.2 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction
of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the
12.3 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing
and shall not be deemed a waiver of any subsequent breach or default. 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.
(a) 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.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this
Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible,
achieves the intended commercial result of the original provision.
The Supplier shall retain all copyright © to material within its catalogues, brochures or within any
online presence at all times and throughout the world. All rights reserved.
(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, or 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 12.5(a); if sent by pre-paid first-class post or other next
working day delivery service, at 9.00 am on the second 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.
12.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.8 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims), shall be governed by, and construed
in accordance with the law of England and Wales.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject
matter or formation (including non-contractual disputes or claims).
Whilst every care has been take in ensuring the accuracy of this catalogue, the Supplier accepts no
liability whatsoever for any eventuality arising from errors or omissions within its catalogues, brochures
or within any online presence.