Terms &
Conditions

All Nitron shocks are hand made to order to each individual customers requirements.

Lead times are normally 2 – 3 weeks, but at certain times may be slightly longer.

If you would like a more accurate delivery time please contact us at: sales@nitron.com

NOTE: The Buyer shall be responsible for ensuring the suitability of the specification, the suitability for purpose and conformity with laws and/or regulations for use outside the UK.

Definitions

• The Company” means Nitron Racing Systems Ltd.
• Conditions” means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Buyer.
• The Buyer” means the person, firm or company placing an order.
• The Goods” means the goods, articles and materials which are to be supplied by the Company and shall include accessories and services when specified.
• The Contact” means any contact howsoever made for the Goods between the Company and the Buyer and shall incorporate the Quotation and these Conditions.
• The Quotation” (if applicable) means the terms as set out therein and shall include, in entirety, these Conditions.

1. Acceptance of Contract

1. The Company shall sell and Buyer shall purchase the Goods in accordance with any written Quotation of the Company which is accepted by the Buyer or any written order of the Buyer which is accepted by the Company. No order submitted by the Buyer shall be deemed to be accepted by the Company until the Company issues an acknowledgement of the Buyer’s order in writing to Buyer. These Conditions shall govern the contact to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted. Receipt of the Goods by the Buyer shall be deemed to be conclusion proof that the Buyer has accepted these Conditions.

2. Variation

1. 2.1 No variation to these conditions shall be binding unless agreed in writing between the authorised representative of the Buyer and the Company.
2. 2.2 The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in writing. In entering into the contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not confirmed.
3. 2.3 Any advice or recommendations given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods which if not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not confirmed.

3. Order & Specifications

1. 3.1 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification, suitability for purpose and conformity with laws and/or regulations for use outside the UK) submitted by the Buyer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
2. 3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Company).
3. 3.3 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory regional requirements. Nitron Racing Systems Ltd reserves this right where the Goods are to be supplied to the Company’s specifications, which do not materially affect their quality or performance.
4. 3.4 The Buyer shall be responsible for ensuring the suitability of the specification, the suitability for purpose and conformity with laws and/or regulations for use outside the UK.

4. Delivery / Acceptance Of Goods

1. 4.1 The place of delivery shall be “ex-works” the Company’s place of business. Risk in the Goods shall pass to the buyer on delivery. Delivery dates are given in good faith but are not guaranteed. The Company shall be under no liability for any loss or damage arising directly or indirectly out of late delivery. Subject to the warranties hereinafter contained, the Buyer shall be deemed to have accepted the Goods as being in conformity with the contract and shall be bound to pay for them unless written notice of defect or shortage is given within 7 days of delivery.
2. 4.2 If Goods have been correctly despatched and comply with the contract, the Buyer shall not be entitled to return the Goods for credit unless in exceptional circumstances. The Company may, at its discretion, agree to the return of the Goods in exceptional circumstances. Prior written acceptance of the return must be issued by the Company before any such returns are made.
3. 4.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Company to delivery any one or more of the installment in a accordance with these Conditions or any claim by the Buyer in respect of any one or more installment shall not entitle the Buyer to treat the Contract as a whole as repudiated.

5. Insurance

5. The Company shall sell and Buyer shall purchase the Goods in accordance with any written Quotation of the Company which is accepted by the Buyer or any written order of the Buyer which is accepted by the Company. No order submitted by the Buyer shall be deemed to be accepted by the Company until the Company issues an acknowledgement of the Buyer’s order in writing to Buyer. These Conditions shall govern the contact to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted. Receipt of the Goods by the Buyer shall be deemed to be conclusion proof that the Buyer has accepted these Conditions.

6. Storage

1. 6.1 If the Buyer fails to take delivery of the Goods or fail to give the Company adequate delivery instruction at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right to remedy available to the Company, the Company may;
2. 6.2 Store Goods until actual delivery and charge the Buyer for the reasonable cost of storage, including insurance or;
3. 6.3 Sell the Goods at the best price readily obtainable. The Company, after deducting all reasonable storage and selling expense, will account to the Buyer under the Contract and make demands for any shortfall below the price under the Contract.

7. Price / Payment

1. 7.1 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 appropriate published price list current at the date of acceptance. In default of any such price list, a reasonable market price shall be applied at the Company’s discretion. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Buyer.
2. 7.2 The Buyer shall pay the price of the goods in pounds sterling without deduction or set-off, 1 month plus 30 days from order. The Company shall be entitled to recover the price notwithstanding and the property in the Goods that has not passed to the Buyer. The time of payment of the price shall be of the conclusion of the Contract.
3. 7.3 Where is its agreed that the Contract is to be or may be fulfilled by stage payments or deliveries then payment for each shall be invoiced and shall be separately due as in (a) above. A stage payment becomes due without prejudice to any other right hereunder.
4. 7.4 The Company reserve the right, by giving notice to the Buyer at any time before delivery, to increase the price of Goods to reflect any increase in cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour, material or other of manufacture) any change in delivery dates, quantities or specification for the Goods with which is requested by the Buyer, or any delay caused by any instructions of the Buyer of failure of the Buyer to give the Company adequate information or instructions.
5. 7.5 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 Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.
6. 7.6 If the Buyer fails to make full payment on the due date then, without prejudice to any other right available to the Company, the Company shall be entitled to;
7. 7.7.1 Suspend all or any further deliveries to the Buyer made under that or any other contract with the Buyer. In such event, the Buyer shall not be released from its obligations to the Company under that or any other Contract or cancel the Contract or any other Contract with the Buyer and to claim damages from the Buyer for breach of Contract;
8. 7.7.2 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer); and;
9. 7.7.3 Charge the Buyer interest (both before and after any judgement) on the unpaid at the rate of 4 per cent per annum above HSBC Bank Plc base rate, accruing daily until payment in full is made and received.
10. 7.8 Prices are exclusive of VAT and all and any other taxes or governmental charges in connection with the shipment or sale of the Goods, for which the Buyer shall be additionally liable.

8. Warranties & Liabilities

1. 8.1 Subject to the Conditions set out below the Company warrants that the Goods will be free from defects in material and workmanship for a period of 5 years from the date of dispatch from Nitron.
2. 8.2 The above warranty is given by the Company subject to the following conditions;
3. 8.2.1 The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
4. 8.2.2 The Company shall be under no liability in respect of 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), misuse or alteration or repair of the Goods without the Company’s written approval;
5. 8.2.3 If the total price for the Goods had not been paid by the due date for payment, the Company shall be under no liability under the above warranty, or any other warranty, condition or guarantee until the total price for the Goods has been paid;
6. 8.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guaranty as is given by the manufacturer to the Company.
7. 8.3 Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
8. 8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Order 1976) the statutory rights of the Buyer are not affected by these conditions.
9. 8.5 Any claim by the Buyer which is based on any defect in the quality or conditions of the Goods or their failure to correspond with specification shall, whether or not delivery is refused by the Buyer, be notified to the Company within 7 days from the of delivery. Where the defect or failure was not apparent on reasonable inspection, the claim must be submitted within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Company in a accordance with this condition, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure. Within such conditions, the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with in contract.
10. 8.6 Where any valid claim in respect of any of the Goods 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 or repair the Goods (or the part in question) free of charge or at the Company’s sole discretion. The Company reserves the right to refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Company shall have no further liability to the Buyer.
11. 8.7 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract for any consequential loss or damage. Buyer’s loss is inclusive of but not limited to (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agent or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the company under or in connection with the contract shall not exceed the price of the Goods except as expressly provided in these conditions.
12. 8.8 The Company shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control.

9. Property In Goods

1. 9.1 The Property in the Goods shall remain in the Company such time as the Company has been paid in full for the Goods and until or other outstanding accounts due from the Buyer to the Company have been paid in full.
2. 9.2 Whilst the Goods are being stored awaiting sale or further processing or where they have been processed but remain identifiable and capable of severance the Buyer shall label or distinguish them or shall maintain records in such manner as the Goods can be identified as having been supplied by the Company.
3. 9.3 Until such time as the Buyer has provided the Goods still in existence to a third-party Buyer, the Company shall be entitled at any time for the Buyer to deliver up the Goods to the Company or at the Company’s election to allow the Company, its employee or agent to label mark or list the Goods and, if the Buyer fail to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored repossess or label mark or list the Goods for that purpose the Buyer hereby authorises and license the Company, its officers, employees and agents and to enter upon any land or building upon which the Goods are situated to recover those Goods and/or label mark or list the same.

10.Indemnity

1. 10.1 The Buyer will indemnify and keep the Company indemnified against all claims, costs and expense resulting from any infringement of any industrial or intellectual property rights and assist in the defence of any action brought against the Company in so far as any such infringement is due to designs or specification stipulated by the Buyer.
2. 10.2 Without prejudice to (a) above the Company reserves the right to cease work on any order being carried out if it should have reason to believe that the Goods are subject to an infringement claim, whereby the property in the work done shall not pass to the Buyer (except at the Company’s discretion) and the Company shall be entitled to be paid for the work done and materials supplied.

11. Testing

1. If the Buyer requires to test or to inspect the Goods before delivery the Company reserves the right to stipulate the venue for such testing or inspection and all expense in connection with such testing or inspection shall be paid by the Buyer. An adequate supply of suitable materials of proving and testing purpose must be supplied by the Buyer. If after seven days notice that the Company is to proceed with the tests there is any delay on the part of the Buyer or its representative in supplying the materials or in attending such tests, payment shall be deemed to be due as if the tests have been completed and despatch has been made.

12. Lein

1. Without prejudice to any other rights and remedies which the Company may have under the Contract, the Company shall in respect of all debts of the Buyer to the Company have a general lien on all goods and property belonging to the Buyer in the Company’s possession (whether worked on or not) and shall be entitled upon the expiration of the fourteen days notice to the Buyer, to dispose of such goods or property as it thinks fit and to apply any proceeds of sale thereof towards the payment of the debts.

13. Consignment Stock

1. In addition to all other items hereof the following procedures shall apply if the parties mutually agree that consignment stock is to be stored at the Buyer’s premises. When the Company delivers Goods designated as consignment stock the details of which shall be on the delivery note, the Buyer shall check sign and return the delivery and place the consignment stock indoors in a distinct area designated for the Company’s consignment stock and shall keep the same clearly labelled as being the property of the Company. The Buyer shall keep the consignment stock fully insured against fire, theft and associated risks. Risk of loss or damage to any consignment stock shall pass to the Buyer on delivery to the Buyer’s premises and shall revert to the Company upon delivery up to the Company. The Company may in business hours on giving notice, as often as it wishes, enter the Buyer’s premises and inspect, audit or remove the consignment stock. In the event that the Buyer sell or uses any consignment stock, it shall simultaneously raise and despatch an order on the Company who will raise an acknowledgement and invoice under the terms hereof.

14. Insolvency Of Buyer

This clause applies;

1. 14.1 The Buyer makes any voluntary arrangement with its creditor or becomes subject to an administration order (or being an individual or firm) becomes bankrupt or (being a company) goes into liquidation, otherwise than for the purpose of amalgamation or reconstruction; or
2. 14.1.1 an encumbrancer takes possession, or a receiver is appointed, of the Buyer’s undertaking or any of its property or assets; or
3. 14.1.2 the Buyer ceases, or threatens to cease, to carry on business; or
4. 14.1.3 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notified the Buyer accordingly.
5. 14.2 If this clause applied then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for, the prices shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

15. General

This clause applies;

1. 15.1 The Company shall be entitled to sub-contract the whole or any part of Contract.
2. 15.2 Neither the Buyer nor the Company shall be entitled to assign the whole or any part of its rights and/or obligation under the Contract without the prior written consent of the other.
3. 15.3 Any notice required or permitted 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 on this provision to the party giving the notice. A notice shall be deemed to have been received, in the case of a facsimile, upon transmission and, in the case of the letter, forty eight hours after posting. In proving service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted. In proving service by facsimile transmission, it shall be necessary only to produce a report confirming uninterrupted transmission to the recipient.
4. 15.4 No waiver by the Company of and breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
5. 15.5 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 other provision of these Conditions and remainder of the provision in the question shall not be affected thereby unless such provision go to the root of the Contract.
6. 15.6 The Condition shall constitute the entire agreement in relation to the sale of the Goods and no modification or waiver thereof shall be valid unless made in Writing expressly for the purpose and signed by an authorised officer of the Company and of the Buyer provided that nothing in these Conditions shall exclude or limit liability in the event of fraud.
7. 15.7 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

Notice of Warnings

This clause applies;

• In cases of doubt please contact your Nitron Racing Systems Ltd before fitment or use of any Nitron Racing Systems Ltd manufactured or supplied product or system.
• Fitting shock absorbers, struts and cartridges requires special tools and expert knowledge. Therefore fitment must be carried out by an approved suspension specialist.
• Under no circumstances should any work be completed underneath the vehicle if it is not adequately secured. Serious head injuries may occur.
• The product must only be used for the assigned application indicated in the application guide, otherwise the proper functioning is no longer guaranteed.
• The Buyer shall be responsible for ensuring the suitability of the specification, the suitability for purpose and conformity with laws and/or regulations for use outside the UK.