These conditions govern all sales of products by Noosh to distributors. They supersede and exclude any terms you may seek to impose, unless we agree otherwise in writing. By ordering goods from Noosh, you accept these terms.

4.1 Orders and Acceptance

•⁠  ⁠All orders submitted by the distributor constitute offers to purchase goods under these terms. Noosh reserves the right to accept or decline orders at its discretion. No order is binding until we issue an order confirmation or invoice.

•⁠  ⁠Once we confirm an order, you may not cancel, amend or defer delivery without our written consent.

•⁠  ⁠We may require a minimum order value of £16,000. Orders below this threshold may incur a small order processing fee at our discretion.

4.2 Pricing and Payment

•⁠  ⁠Prices are as set out in our price list or as otherwise quoted, exclusive of VAT and delivery charges. We may change prices with notice before orders are placed.

•⁠  ⁠Payment terms are 30 days from invoice date (Net 30). If payment is not made on time, we may charge interest on overdue amounts at 2% monthly.

•⁠  ⁠You must pay all invoices in full without set‑off or deduction.

4.3 Delivery, Risk and Title

•⁠  ⁠Delivery dates are estimates and not of the essence. We may deliver goods in instalments. We are not liable for delays caused by events beyond our control.

•⁠  ⁠Risk in the goods passes to you upon delivery or collection, as applicable.

•⁠  ⁠Title (ownership) of the goods remains with Noosh until we receive payment in full for the goods and any other sums owed to us. Until title passes, you must:

•⁠  ⁠Hold goods on our behalf;

•⁠  ⁠Store them separately from your own goods so they are identifiable; and

•⁠  ⁠Allow us to enter your premises to recover unpaid goods.

4.4 Inspection and Acceptance

•⁠  ⁠You must inspect goods immediately upon delivery. Any claims for shortages, defects or damage must be reported to us in writing within 3 days of delivery. Otherwise, goods are deemed accepted.

•⁠  ⁠Goods may not be returned without our prior written consent. If we agree to accept a return of non‑defective goods, we may charge a restocking fee of 50% of the net invoice value and require goods to be returned in their original packaging.

4.5 Warranties and Remedies

•⁠  ⁠We warrant that goods supplied will conform in all material respects to the product description and be free from material defects in design, material and workmanship at the time of delivery.

•⁠  ⁠Our liability is limited to repair, replacement or credit (at our discretion) for goods which do not comply with this warranty, provided you notify us of the defect within 7 days of discovery and within the product’s stated shelf life.

•⁠  ⁠We exclude any other warranties or conditions, express or implied, to the maximum extent permitted by law.

4.6 Product Recalls and Safety

•⁠  ⁠If Noosh determines that any goods may be unsafe or should be recalled, you must cooperate with us in carrying out the recall, including halting sales and returning or disposing of affected goods. We will provide replacement goods or credit for recalled items.

•⁠  ⁠You must comply with all applicable laws and regulations in storing, marketing and selling the goods. You may not repackage, alter or misrepresent the goods without our consent.

4.7 Limitation of Liability

•⁠  ⁠Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

•⁠  ⁠We are not liable for any indirect, special or consequential loss (including loss of profit, business or goodwill) arising from or in connection with the supply or use of the goods.

•⁠  ⁠Our total liability in respect of all other losses is limited to the price paid for the goods to which the claim relates.

4.8 Indemnity

•⁠  ⁠You agree to indemnify us against all claims, losses and expenses arising from your breach of these terms, negligent use of the goods, or misrepresentation of the goods, except to the extent caused by our negligence.

4.9 Default and Termination

•⁠  ⁠If you fail to pay any amount due by the due date or become insolvent, we may (without limiting our other rights) suspend further deliveries, terminate orders and/or reclaim goods not yet paid for.

•⁠  ⁠Termination does not affect accrued rights or remedies.

4.10 Governing Law and Jurisdiction

•⁠  ⁠These terms are governed by English law. The courts of England and Wales have exclusive jurisdiction over any disputes arising under or in connection with them.