Global leader in safe, high performance waterproofing, cleaning and conditioning for outdoor gear
Please ensure that you read carefully through the following terms and conditions before using this Site.
| 1 | BASIS OF THE SALE |
| 1.1 | In this document, the Company means Nikwax® Ltd and Customer means the entity placing an order with the Company. These Conditions (meaning the standard terms and conditions of sale set out in this document and any special terms and conditions agreed in writing between the Customer and the Company) apply to the purchase of Goods (meaning the goods (including any instalment of the goods or any parts for them) which the Company supplies to the Customer). The Customer’s accepted order and these Conditions form the Contract (meaning the agreement between the Company and the Customer for the purchase and sale of the Goods). |
| 1.2 | Any order by the Customer is an offer to purchase the Goods (which is only accepted when accepted by the Company) subject to these Conditions, which shall govern 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. |
| 1.3 | No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company. |
| 1.4 | The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. |
| 1.5 | Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed. |
| 1.6 | The Company may correct at any time any typographical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document or information issued by it without any liability. |
| 2 | ONWARD SALE |
| 2.1 | The Customer shall comply with all applicable laws and regulations in respect of its resale and marketing of the Goods, including but not limited to those of the territory in which it is selling or marketing the Goods. |
| 2.2 | Without prejudice to the generality of clause 2.1, the Customer shall comply with all applicable labelling requirements, including but not limited to the Classification, Labelling and Packaging Regulation (EC1272/27008) and any other requirements that labels be in the language of the destination country. |
| 2.3 | The Company will package and label the Goods to comply with the language, packaging and labelling requirements of particular territories as set out in the specification, and the Customer shall not sell, supply or market the Goods in any territories for which the Goods are not appropriately packaged or labelled. The Customer shall be responsible for any fines or regulatory issues resulting from any resale of the Goods in violation of any packaging or labelling requirements of a territory where the Goods were not packaged or labelled by the Company for such territory. |
| 2.4 | The Customer shall not rebrand the Goods or repackage the Goods for resale in different units or quantities, or represent (whether through relabelling, repackaging or otherwise) that the Goods are a different version, formulation or product (including but not limited to representing that the Goods are trade or consumer versions of a product when they are not). |
| 2.5 | If based in the European Economic Area or UK (Europe), the Customer shall refrain from making active sales of the Goods to buyers outside of Europe and shall not establish, or maintain any branch, sales outlet or distribution depot outside of Europe for the sale of the Goods. For these purposes, active sales shall be understood to mean actively approaching or soliciting buyers, including, but not limited to, the following actions: |
| 2.5.1 | visits; |
| 2.5.2 | direct mail, including the sending of unsolicited emails; |
| 2.5.3 | advertising in media, on the internet or other promotions, where such advertising or promotion is specifically targeted outside of Europe; |
| 2.5.4 | online advertisements addressed to buyers outside of Europe and other efforts to be found specifically by buyers outside of Europe, including the use of territory based banners on third party websites and paying a search engine or online advertisement provider to have advertisements or higher search rankings displayed specifically to buyers outside of Europe; and |
| 2.5.5 | advertising or promotion in any form, or translation of any listing of the Goods on the Customer’s website into a language other than an official language of any country forming part of Europe, that the Customer would not reasonably carry out but for the likelihood that it will reach buyers outside of Europe. |
| 3 | ORDERS AND SPECIFICATIONS |
| 3.1 | The Customer must ensure the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and provide any necessary information to the Company regarding the Goods or their delivery in good time. |
| 3.2 | If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other third party rights in connection with the Company’s use of the Customer’s specification. |
| 3.2 | The Company may make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance. |
| 3.4 | Contracts may only be cancelled with the agreement in writing of the Company and are subject to the Customer indemnifying the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company in connection with such cancellation. |
| 4 | PRICE AND PAYMENT |
| 4.1 | The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Company’s published relevant export price list shall apply. Quotes provided by the Company are not an offer, and the Customer’s acceptance of any quote, or placing of any order based on that quote, shall be an offer to purchase the Goods (which is only accepted when accepted by the Company) subject to these Conditions and the terms of that quote. |
| 4.2 | The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to: |
| 4.2.1 | any factor beyond the control of the Company (including but not limited to changes in exchange rates, currency regulation, duties or cost of labour, materials or other costs of manufacture); |
| 4.2.2 | any change in delivery dates, quantities or specifications for the Goods requested by the Customer; or |
| 4.2.3 | any delay caused by the Customer’s instructions (or failure to provide adequate information or instructions in good time). |
| 4.3 | Prices are exclusive of any applicable value added tax, which are payable in addition at the applicable rate. |
| 4.4 | Unless otherwise agreed in writing between the Customer and the Company: |
| 4.4.1 | all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Customer shall pay the Company’s charges for transport, packaging and insurance; and |
| 4.4.2 | invoices shall be on or after: (i) delivery of the Goods; (ii) (where the Goods are to be collected) the Customer is notified that the Goods are ready for collection; or (iii) (where the Customer fails to take delivery of the Goods) the Company has tendered delivery of the Goods. |
| 4.5 | The Customer shall pay the price of the Goods (without deduction or withholding) within 30 days of the date of the Company’s invoice, without exception. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. |
| 4.6 | If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to: |
| 4.6.1 | cancel the Contract or suspend any further deliveries to the Customer; |
| 4.6.2 | appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer); and |
| 4.6.3 | charge the Customer interest on the overdue amount, at the rate of four per cent per annum above HSBC base rate from time to time, to accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. |
| 5 | DELIVERY |
| 5.1 | Delivery shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. |
| 5.2 | Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods howsoever caused. The Goods may be delivered by the Company in advance of the quoted delivery date on reasonable notice to the Customer. |
| 5.3 | Where delivery is in bulk, the Company reserves the right to deliver up to 5% more or less than the quantity ordered without any adjustment to the price, and the quantity so delivered shall be deemed to be the quantity ordered. |
| 5.4 | Where less than a complete box is ordered the Company reserves the right to supply (and invoice for) the minimum boxed quantity. |
| 5.5 | The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. |
| 5.6 | The Company’s liability in respect of delivery shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. |
| 5.7 | If the Customer fails to take delivery of the Goods or (if some other place for delivery has been agreed by the Company) fails to give the Company adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Company, the Company may: |
| 5.7.1 | store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or |
| 5.7.2 | sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any short fall below the price under the Contract. |
| 6 | RISK AND PROPERTY |
| 6.1 | Risk of damage to or loss of the Goods shall pass to the Customer: |
| 6.1.1 | in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or |
| 6.1.2 | in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods. |
| 6.2 | Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due. |
| 6.3 | Until such time as title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business (unless it is subject to any of the events in clauses 8.1.2 to 8.1.4 (inclusive)), but shall account to the Company for the proceeds of sale or otherwise of the Goods. |
| 6.4 | Until such time as the property in the Goods passes to the Customer, the Company shall be entitled (notwithstanding termination of the Contract) at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so promptly, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. |
| 6.5 | The Customer may not pledge or in any way charge by way of security any of the Goods which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable. |
| 7 | WARRANTIES AND LIABILITY |
| 7.1 | Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire, save that the Company shall have no liability in respect of: |
| 7.1.1 | any defect in the Goods arising from any drawing, design or specification supplied by the Customer; |
| 7.1.2 | any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), or misuse, alteration or repair of the Goods without the Company’s approval; |
| 7.1.3 | parts, material or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company. |
| 7.2 | The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. |
| 7.3 | Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. |
| 7.4 | Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. |
| 7.5 | Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer. |
| 7.6 | Nothing in these Conditions shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for the Company to exclude or restrict liability. |
| 7.7 | Subject to clause 7.6, the Company’s liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract or the Customer’s use or resale of the Goods, shall: |
| 7.7.1 | not include any loss of profit or loss of reputation (whether direct or indirect), or any indirect or consequential loss; |
| 7.7.2 | shall in no circumstances exceed in aggregate the price of the Goods. |
| 7.8 | The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from any cause beyond the Company’s reasonable control, including but not limited to: |
| 7.8.1 | Act of God, explosion, flood, tempest, fire or accident; |
| 7.8.2 | war or threat of war, sabotage, insurrection, civil disturbance or requisition; |
| 7.8.3 | acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; |
| 7.8.4 | import or export regulations or embargoes; |
| 7.8.5 | strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); |
| 7.8.6 | difficulties in obtaining raw materials, labour, fuel, parts or machinery; and |
| 7.8.7 | power failure or breakdown in machinery. |
| 8 | TERMINATION |
| 8.1 | Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if: |
| 8.1.1 | the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of being notified in writing to do so; |
| 8.1.2 | the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; |
| 8.1.3 | the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or |
| 8.1.4 | the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. |
| 8.2 | Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.4 (inclusive) or the Company 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. |
| 8.3 | On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. |
| 8.4 | Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. |
| 9 | GENERAL |
| 9.1 | Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. |
| 9.2 | No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. |
| 9.3 | If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. |
| 9.4 | The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts. |
| 9.5 | Personal data of the Customer’s personnel may be used by the Company in accordance with its Privacy Notice at www.nikwax.com. The Company is responsible for ensuring that such individuals are notified of this fact, referring them to the Company’s Privacy Notice, and ensuring that its provision of personal data to the Company does not place the Company in breach of the General Data Protection Regulation 2016/679 or any other applicable data protection law. |
| 9.6 | Where any translation of these Conditions or the Contract is provided, the English language version of these Conditions or the Contract (and any notice or other document in relation to the Contract) shall prevail if there is a conflict. Any notice given under or in connection with the Contract shall be in English. |