These Business-to-Business Terms & Conditions of Sale ("Terms") apply to sales by Nicoman Ltd ("Nicoman", "we", "us" or "our") to customers purchasing wholly or mainly for the purposes of their trade, business, craft or profession ("Business Customer", "you" or "your").
These Terms do not apply to consumers purchasing goods wholly or mainly for personal use.
By placing a business order with us, you confirm that you are acting for business purposes and have authority to enter into the contract on behalf of the relevant business.
1. Quotations
All quotations are based on the products, quantities, specifications, delivery requirements and other information provided to us at the time of quotation.
Quotations are valid for the period stated on the quotation. Where no validity period is stated, we reserve the right to amend or withdraw the quotation at any time before the order is accepted.
If the quantity, specification, delivery location or other requirements change, we reserve the right to revise the quotation accordingly.
A quotation does not constitute acceptance of an order.
2. Orders
An order becomes binding once it has been accepted by Nicoman Ltd.
Business Customers are responsible for checking all product details, quantities, measurements, colours, specifications, delivery addresses and other information before confirming an order.
Any changes requested after an order has been accepted are subject to our approval and may result in additional charges or changes to the expected delivery date.
Where specific terms have been agreed in writing for an individual order, those terms will take priority over these standard Terms to the extent of any conflict.
3. Prices & VAT
Unless otherwise stated, all B2B prices and quotations are exclusive of VAT.
VAT will be added at the applicable rate.
Delivery, installation, handling, pallet, freight or other charges may be charged separately where applicable.
4. Volume & Quantity-Based Pricing
Discounted or preferential prices may be offered based on the quantity, order value or volume commitment agreed at the time of quotation.
Any such pricing is conditional upon the agreed quantity being purchased and retained.
Where a Business Customer subsequently requests to return part of an order for reasons other than goods being faulty, damaged, incorrectly supplied or otherwise not conforming to the contract, Nicoman Ltd reserves the right to recalculate the price of the goods retained based on the quantity actually retained.
Where the reduced quantity would have attracted a different unit price or volume discount at the time of the original order, the applicable price may be adjusted accordingly.
Any resulting difference may be deducted from the refund otherwise due for the returned goods.
Any approved partial return may also be subject to applicable collection, transportation or other agreed return costs.
5. Payment
Payment terms will be stated on the relevant quotation, proforma invoice, invoice or other written agreement.
Unless credit terms have been agreed in writing, payment may be required in full before goods are dispatched.
Where credit terms have been agreed, invoices must be paid within the agreed payment period.
Nicoman Ltd reserves the right to suspend further orders or deliveries where payments are overdue.
Where permitted by law, we reserve the right to claim applicable statutory interest and reasonable debt recovery costs on overdue commercial payments.
6. Product Information
We take reasonable care to ensure product descriptions, photographs, dimensions and specifications are accurate.
However, minor variations may occur between production batches, materials, colours, finishes, manufacturing tolerances and photographs.
Where exact dimensions, tolerances, colours, specifications or performance characteristics are essential to a project, the Business Customer should confirm these requirements with us in writing before placing the order.
7. Samples
Where samples are provided, they are intended to give a general indication of the product's colour, material, texture, finish and quality.
Minor differences may occur between samples and subsequent production batches.
Unless expressly agreed in writing, a sample does not constitute a guarantee that subsequent goods will be identical in every respect.
8. Delivery
Any delivery dates or times provided are estimates unless expressly confirmed by us in writing as guaranteed.
The Business Customer is responsible for providing complete and accurate delivery details and ensuring suitable access is available.
For heavy, bulky, palletised or freight deliveries, the Business Customer must ensure that the delivery location is accessible to the appropriate delivery vehicle.
Additional charges may apply for:
- remote or restricted delivery areas;
- redelivery following an unsuccessful delivery attempt;
- incorrect delivery information supplied by the customer;
- special delivery requirements;
- oversized, palletised or freight shipments; or
- additional handling requirements.
Where a delivery delay is caused by circumstances reasonably outside our control, we will endeavour to keep the customer informed and arrange delivery as soon as reasonably possible.
9. Inspection of Goods
Business Customers should inspect goods as soon as reasonably possible following delivery.
Visible damage, shortages, incorrect goods or other apparent issues should be reported to us promptly, together with photographs or other reasonable supporting evidence where requested.
Customers should retain the goods and original packaging while any reported delivery damage or product issue is being investigated.
10. B2B Returns
Business Customers do not automatically benefit from consumer cancellation rights applicable to personal purchases.
Returns of correctly supplied, non-faulty goods are therefore subject to prior approval by Nicoman Ltd.
Where we agree to accept a B2B return:
- the return must be authorised by us before the goods are sent back;
- goods must be returned in a suitable and resalable condition;
- the Business Customer is responsible for return transportation unless otherwise agreed in writing;
- any collection arranged by Nicoman Ltd may be subject to a collection charge;
- original delivery, installation, handling or other service charges may not be refundable where those services have already been provided;
- volume or quantity-based pricing may be recalculated following a partial return in accordance with Section 4; and
- any refund will be processed after the returned goods have been received and inspected.
We reserve the right to refuse unauthorised returns.
11. Custom, Bespoke & Made-to-Order Products
Products manufactured, cut, altered, personalised, specially sourced or otherwise supplied to a customer's individual specification cannot normally be returned unless they are faulty, damaged, incorrectly supplied or otherwise do not conform to the agreed specification.
This includes, where applicable, custom-cut matting, custom dimensions, specially manufactured products and products ordered specifically for a Business Customer.
Customers are responsible for checking all measurements and specifications before approving a custom or bespoke order.
12. Faulty, Damaged or Incorrect Goods
If goods are believed to be faulty, damaged, incorrectly supplied or materially different from the agreed specification, please contact us as soon as reasonably possible.
We may request photographs, videos, measurements or other reasonable information necessary to investigate the issue.
Where a valid issue is established, we will provide an appropriate remedy having regard to the circumstances and the parties' applicable legal rights, which may include repair, replacement, collection, credit or refund.
Nothing in these Terms excludes or restricts liability where doing so would be unlawful.
13. Installation
Where goods require installation or assembly, the Business Customer is responsible for ensuring that installation is carried out correctly and in accordance with any instructions provided.
Where appropriate, installation should be undertaken by a suitably competent or qualified person.
Unless we have expressly agreed in writing to provide installation services, Nicoman Ltd is not responsible for installation carried out by the customer or any third party appointed by the customer.
14. Product Suitability
The Business Customer is responsible for determining whether a product is suitable for its intended use, project, environment and application unless Nicoman Ltd has expressly confirmed suitability for that specific application in writing.
Any recommendations or general product information provided by us should be considered alongside the Business Customer's own project requirements and professional advice where appropriate.
15. Risk & Ownership
Risk in the goods passes to the Business Customer upon delivery unless otherwise agreed in writing.
Ownership of the goods will not pass to the Business Customer until Nicoman Ltd has received payment in full for those goods.
Where payment remains outstanding, we reserve any rights available to us in relation to the unpaid goods.
16. Resale & Third-Party Marketplaces
Where goods are purchased for resale, the Business Customer is responsible for ensuring that its own listings, advertisements, descriptions, prices and representations concerning the goods are accurate and comply with applicable laws and marketplace requirements.
Business Customers must not make claims or representations about Nicoman products that have not been authorised or supported by the product information provided by Nicoman Ltd.
17. Dropshipping
Where Nicoman Ltd agrees to fulfil orders directly to a Business Customer's end customer, the Business Customer remains responsible for its relationship with that end customer unless otherwise agreed in writing.
The Business Customer is responsible for providing accurate order, customer and delivery information.
Additional terms, pricing or service conditions may apply to dropshipping arrangements and will be communicated separately where applicable.
18. Intellectual Property
All intellectual property rights owned by Nicoman Ltd remain our property.
Product photographs, descriptions, graphics, videos, logos, designs and other materials supplied or published by Nicoman Ltd may not be copied, modified or used commercially without our permission, except where we have expressly authorised their use by an approved reseller or business partner.
Permission to use such material may be withdrawn where it is being used inaccurately, misleadingly or in a manner that may damage the Nicoman brand.
19. Limitation of Liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Subject to applicable law and any applicable reasonableness requirements, Nicoman Ltd will not be liable for indirect or consequential business losses, including loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or business interruption.
Any exclusion or limitation contained in these Terms applies only to the extent that it is legally enforceable.
20. Force Majeure
Nicoman Ltd will not be responsible for delay or failure to perform its obligations where caused by circumstances reasonably beyond our control.
Such circumstances may include, without limitation, severe weather, courier disruption, strikes, transport disruption, port delays, shortages, import or customs delays, government action, fire, flood, war or other comparable events.
We will take reasonable steps to minimise disruption where practicable.
21. Suspension or Refusal of Orders
We reserve the right to suspend or refuse further orders where:
- invoices remain overdue;
- there is suspected fraud or misuse of an account;
- previous contractual obligations have not been fulfilled;
- continuing supply would expose either party to legal or regulatory risk; or
- there are other reasonable commercial grounds for doing so.
Any existing contractual obligations will remain subject to applicable law.
22. Confidentiality
Where either party receives confidential commercial, technical, pricing or business information from the other in connection with a B2B relationship, that information should not be disclosed to third parties except where necessary to perform the contract, where authorised by the other party, or where disclosure is required by law.
23. Changes to These Terms
We may update these Terms from time to time.
The Terms applicable to an individual order will normally be those made available to the Business Customer when the relevant contract was entered into, unless a subsequent variation is agreed between the parties.
24. Governing Law & Jurisdiction
These Terms and any contract between Nicoman Ltd and a Business Customer are governed by the laws of England and Wales.
Unless otherwise agreed or required by law, the courts of England and Wales will have jurisdiction over disputes arising from the contract.
25. Contact Details
Nicoman Ltd
Website: www.nicoman.co.uk
Email: info@nicoman.co.uk
Registered Office: Unit 2c, Mucklow Park, 17 Innovation Drive, Birmingham, England, B11 3RE
Company Number: 09046076
VAT Number: 248540495
26. Incorporation of These Terms
These Terms should be read before placing a business order.
Where a quotation, proforma invoice, trade account, purchase process or other communication states that an order is subject to these B2B Terms & Conditions, placing or confirming the order will constitute acceptance of these Terms, subject to applicable law.
If you do not understand or agree with any provision of these Terms, please contact Nicoman Ltd before placing or confirming your order.
