Application and entire agreement


  • These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Nether Designs ltd a company registered in England and Wales under number 08172401 whose registered office is at BELMONT HOUSE, 20 KING STREET, Thetford, Norfolk, IP24 2AP (we, our or us) to the person buying the services (you or your).


  • You are deemed to have accepted these Terms and Conditions when you accept our Order Confirmation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our Order Confirmation (the Contract) are the entire agreement between us.


  • You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


  • These Terms and Conditions shall form the basis of the contract between us and you in relation to the sale of Product, to the exclusion of all other terms and conditions including your standard conditions of purchase or any other conditions which you may purport to apply under any purchase order or confirmation of order or any other document.





  • A “business day” means any day other than a Saturday, Sunday or bank holiday.

  • The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

  • Words imparting the singular number shall include the plural and vice-versa.





  • We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

  • We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

  • All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.



Your obligations


  • You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

  • If you do not comply with clause 10, we can terminate the Services.

  • We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).





  • The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

  • In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

  • You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable

      rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

  • The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.




Cancellation and amendment


  • We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).

  • Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.

  • If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

  • If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.





  • We will invoice you for payment of the Fees either:

  • when we have completed the Services; or

  • on the invoice dates set out in the quotation.

  • You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

  • Time for payment shall be of the essence of the Contract.

  • Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 3% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

  • All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

  • If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

  • Receipts for payment will be issued by us only at your request.

  •  All payments must be made in British Pounds unless otherwise agreed in writing between us.




Sub-Contracting and assignment


  • We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

  • You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.





  • We can terminate the provision of the Services immediately if you:

    • commit a material breach of your obligations under these Terms and Conditions; or

    • fail to make pay any amount due under the Contract on the due date for payment; or

    • are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

    • enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

    • convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.


Delivery of the Products


  • Acceptance of delivery of the Product shall be deemed to be conclusive evidence of your acceptance of these Conditions.

  • Delivery of the Products shall be made to an address furnished by you. You shall make all arrangements necessary to take delivery of the Products on the day notified by us  for delivery.

  • We will undertake to use reasonable endeavours to despatch the Products on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

  • We shall not be liable to you for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Products. If short delivery does take place, you undertake not to reject the Products but to accept the Products delivered as part performance of the contract.

  • If you fail to take delivery of the Products on the agreed delivery date or, if no specific delivery date has been agreed, when the Products are ready for despatch, we shall be entitled to store and insure the Products and to charge you the reasonable costs of so doing.



Acceptance of the Products and Services


  • You shall be deemed to have accepted the or Services 24 hours after delivery to your agreed delivery address.

  • You will carry out a thorough inspection of the Products or Service within 24 hours of delivery. You will report by separate cover any concerns relating to defects, quantities, specifications or workmanship within three working days clearly detailing the nature of non-compliance which a reasonable examination would have revealed.

  • Where you have accepted, or have been deemed to have accepted the Products or Service you will not be entitled to reject Products which are not in accordance with the contract.

  • You must store, install, maintain and generally care for Products in accordance to normal standards and practices and our requirements (see below), failure to do so will invalidate guarantees.




Title and Risk


  • Title in the Product shall remain with us and shall not pass to the you until the amount due under the invoice for them including interest and costs has been paid in full.

  • Risk in the Product shall pass to you upon delivery.

  • The Packaging Materials and manufactured Products or Service shall at all times remain your property and for so long as this Agreement remains in force we undertake:

    • to use all Product and Packaging Materials only for the purposes of this Agreement and not to allow any other person or party to use the same except with the prior written consent from you;

    • not to remove any Product or Packaging Materials from any Warehouse where the same are for the time being situated except as provided in this Agreement or with  your previous written consent.

    • We  shall take all reasonable precautions against theft, fire, pilferage, contamination and other damage to the Product and Packaging Materials while in its possession or control.

    • We  may at any time before title passes and without any liability to you:

    • repossess and dismantle and use or sell all or any of the Products or assets of Service and by doing so terminate your right to use, sell or otherwise deal in them; and

    • for that purpose (or determining what if any Products or assets of a Service are held by you and inspecting them) enter any premises of or occupied by you.

    • We may maintain an action for the price of any Products or Services notwithstanding that title in them has not passed to you.



Intellectual property


  • We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.



Liability and indemnity


  • We only be held liable on or for the work performed, and liability is limited to replacement of defective part only.  In consideration of the fact that we are using materials provided to us by you, liability can only be extended to the end product made by us.  Any misuse of product, or product failure is the responsibility of you.  You shall limit liability to the replacement of the defective part/s or pieces only.

  • " Products " means Products or Services produced and supplied by us which either is not in compliance with clause ? or is defective within the meaning of Part I of the Consumer Protection Act 1987, save to the extent that any defect arises by reason of a change of the Specification by you.

  • This indemnity does not extend to any loss of profits or other consequential loss



  •  You will promptly, fully and effectively indemnify and keep us indemnified against all losses, costs, damages, fees or charges incurred or suffered by it as a  result of any claim for Products Liability 

  •  Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this  clause.

  •  The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

  •  We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our  other obligations under these Terms and Conditions or the quotation for:

  •  any indirect, special or consequential loss, damage, costs, or expenses or;

  •  any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims;  or

  •  any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

  •  any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

  •  any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods  supplied in connection with the Services.

  •  You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that  belonging to third parties) caused by you or your agents or employees.

  •  Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent  misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.



Circumstances beyond a party’s control


  • Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.





  •  All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

  •  Notices shall be deemed to have been duly given:

    •  when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

    •  when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

    •  on the fifth business day following mailing, if mailed by national ordinary mail; or

    •  on the tenth business day following mailing, if mailed by airmail.

  • All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.


No waiver

  •  No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.




  • If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).



Law and jurisdiction


  • These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts