1. Introduction

1.1 These terms and conditions (Terms) apply to new and existing customers of Nemesis Now limited (we, us and Nemesis Now).

1.2 Nemesis Now reserve the right to change the terms and conditions at any time, so please do not assume that the same terms will apply in the future.

1.3 These terms apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

1.4 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

1.5 All monetary values described within these terms and conditions are quoted excluding any VAT (where applicable).

 

2. Information about us

2.1 The web site www.nemesisnow.com is owned and operated by Nemesis Now who are a company incorporated in England under number 04600330. The registered office of Nemesis Now Limited is at 108-114 City Road, Stoke-On-Trent, Staffordshire, UK, ST4 2PH.

2.2 To contact us, please phone +44 (0)1782 596 660, or email us at [email protected].

 

3. Order Placement, amendment and cancellation

3.1 To place an order, you must hold a registered and active trading account with Nemesis Now.

3.2 To hold an active trading account, a trade application form must be completed and submitted prior to any trade. Trade Applications can be completed online. All trade applications are subject to approval. The Customer warrants and represents that it is a commercial (as opposed to consumer) entity, and will comply with the terms and conditions set out within the application process and the agreement herein.

3.3 Orders can be placed online, email, telephone or via a representative (subject to represented areas, see website for further details).

3.4 The first order placed by a customer is subject to a minimum order value of £500 for GBP customers, €500 for EUR customers, and $500 for USD customers (Excluding any delivery charges). After the first order has been placed and received, all orders thereafter are subject to a minimum in-stock order value of £100. Orders with an in-stock value below this amount will not be processed.

3.5 After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.6.

3.6 Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.

3.7 If we cannot accept your order or if we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

3.8 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.9 If you need to cancel or amend any detail of your order without charge, it must be done so 48 hours before the scheduled delivery. Contact our customer services team by telephone or email should any cancellation or amendment be required. This includes but is not limited to, products, delivery dates, and addresses. After this no cancellation or amendment is allowed and will be subject to charges outlined in clause 5.4.

3.10 A Permitted Reserved Platform Reseller is a reseller which has received written permission to list the Goods on the Reserved Platforms (Clause 9).

 

4. Pre-Orders and Back orders

4.1 We launch new products throughout the year and make these available for you to order (Pre-Order). These products can be ordered alongside all other in-stock products, and our website will notify you of an estimated arrival date. Once an order is placed, these orders will be held (Back order) until the stock arrives, at which point the goods will be delivered to you.

4.2 From time to time, and for whatever reason, products may not be available to despatch to you with your order. These products will be placed onto back order until they become available.

4.3 Back orders will only be released if the total despatch value exceeds £100 of in stock items for UK deliveries. This value may be higher for deliveries outside the UK.

4.4 Goods placed on pre-order or back order does not mean that your order has been accepted, acceptance will take place as described in clause 3.6. Goods held on back orders does not imply priority for when goods return to stock. Where we are unable to accept your back order refer to clause 3.7.

4.5 Launch dates, and estimated arrival dates of back orders are for guidance purposes only, on this basis we are not responsible for any liability whatsoever.

 

5. Delivery and Charges

5.1 You will be notified of a delivery date as follows;

Online: An estimated despatch date will be provided.

Other: We will contact you directly to confirm a despatch date.

5.2 If you need to amend a delivery date, refer to clause 3.9. If you fail to take delivery within 14 days after the day on which we notified you that the Goods were ready for delivery, we reserve the right to cancel the order.

5.3 If we fail to deliver the Goods, our liability is limited to the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

5.4 Should you for any reason refuse to accept delivery of your order or return goods without approval from us, you will incur all associated costs of handling the goods including but not limited to any delivery, duty, clearance and handling charge. You will also be charged a stock handling fee equivalent to 10% of the goods value with a maximum fee of £500, in addition to the price of any incidental delivery damages.

5.5 UK Customers, shipping is FREE on orders containing in-stock items valued over £250. Any order containing in-stock items below this amount will be charged at £10. EU Customers a minimum delivery charge of €50/£50 applies, for orders over €500/£500 the customer will be informed of the total delivery charge prior to confirming the order. For international customers, we will get the best quote from our carefully selected couriers and inform the customer of the cost prior to despatch.

5.6 We do not deliver to addresses outside of the UK for any customer with a UK registered account, nor do we deliver to addresses within the UK for any customer with an international registered account.

5.7 Deliveries outside of the UK. We deliver goods using INCOTERMS DAP (“Delivered at Place”). You are therefore responsible for all import customs/clearance charges.

 

6. Price of Goods

6.1 The prices of the Goods will be as quoted at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. We sell a large number of products and it is always possible that, despite our reasonable efforts, some of the Goods may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you via the contact details you provided when ordering to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

6.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

6.3 The price of Goods excludes VAT (where applicable), and is charged at the applicable current rate for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

 

7. Payment

7.1 You can only pay for Goods ordered using the payment methods available on our website which may change from time to time. Payment for the Goods and all applicable delivery charges is in advance of delivery. We will charge you via the chosen payment method on confirmation of order unless you have been offered a credit account.

7.2 Where an order is subject to a delivery quotation, payment for the order, including applicable delivery charges will be required before we confirm the delivery, unless you have been offered a credit account.

7.3 Any order not paid within 7 days of the order being placed will be cancelled. Payments received after this will be returned to you as soon as possible.

7.4 Payment must be received into our account in full. It is the Buyers responsibility to satisfy any senders/routing charges that may apply on transfer of funds. Furthermore, any other bank charges incurred by us through no fault of our own will be passed on to you. Nemesis Now reserves the right to suspend any current or future deliveries until payment has been received in its entirely.

8. Returns & Refunds

8.1 The customers right to return goods is protected under the EU Distance Selling Directive. If you are not satisfied with your order, for whatever reason, you can cancel your order up to 14 days after your order has been delivered.

8.2 To request a refund, please contact us by email (clause 2.2) including details of your order to help us to identify it. Any refund request for damaged goods must include supporting images.

8.3 We do not accept refunds for any reason 14 days after delivery. This does not does not affect the customer’s rights if the goods are mis-described or faulty.

8.4 The customer is responsible for the cost and risk of loss or damage when returning the goods (unless otherwise agreed prior with Nemesis Now), we therefore recommend postal insurance is taken to cover the value of goods in transit.

8.5 Any goods returned should be in saleable condition in unmarked boxes, unless otherwise agreed with Nemesis Now.

8.6 Where the customer is entitled to a refund, we will credit the customer’s account within 30 days.

8.7 Under no circumstance does Nemesis Now offer a sale or return, or exchange policy.

 

9. Reserved Platforms

9.1 You acknowledge that unless you are a Permitted Reserved Platform Reseller, the Goods may not be listed on any of the platforms referred to under clause 9.3 below (the "Reserved Platforms"), as may be updated from time to time.

9.2 You must refrain from “actively selling” (as defined in The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022) to the Reserved Platforms, which have been reserved to us. Failure to do so would be considered a material breach of these terms.

9.3 The current list of Reserved Platforms is:

www.amazon.co.uk

 

10. Selling Restrictions of Goods

10.1 We may sell products which have intellectual property related restrictions in place to prevent the sale of goods to certain territories (e.g. the US) (the ‘Reserved Territories’). Where a territory restriction is in place, active sales of the product must not be made into the Reserved Territories under any circumstance.

 

11. Marketing and Brand Value

11.1 At all times you must ensure that goods are marketed in a manner which, in Nemesis Now’s reasonable opinion, maintains the high-quality public image and reputation of the Goods, Nemesis Now’s name and brand. This includes the use of all catalogues, literature, advertisements and any other promotional information used by you.

11.2 You are only permitted to sell goods through sales channels as agreed upon application. Any changes must be notified to us and agreed by us in writing.

11.3 Under no circumstance is the customer permitted to alter any product name, product description, or intended product use. Nemesis Now will not tolerate any misrepresentation of the Nemesis Now brand.

 

12. Trademarks and copyright

12.1 Nemesis Now is the registered trademark of Nemesis Now Limited. All designs, packaging, text, graphics, product descriptions, and all other material are copyright of Nemesis Now Limited. All rights reserved.

12.2 Product photography and images from Nemesis Now owned websites and databases, including the Nemesis Now logo and brand, remain the intellectual property of Nemesis Now and may not be used by third parties, unless with the prior written consent of Nemesis Now.

 

13. Warranty, Liability and events outside our control

13.1 We provide a warranty that on delivery, the Goods shall conform with their description, be of satisfactory quality as defined by the Consumer Rights Act 2015.

13.2 We will not be liable for any breach of the warranty set out in 13.1 if you make any further use of the Goods after giving notice to us, the defect arises as a result of us following any drawing, design or specification supplied by you, you alter or repair the Goods without our written consent or the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

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

13.4 we will under no circumstances be liable to you, whether in contract, wrongdoing (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for any loss of profits, sales, business, or revenue, or loss of business opportunity, goodwill or any indirect or consequential loss.

13.5 Our total liability to you for all losses arising under or in connection with the Contract, whether in contract, wrongdoing (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 100% of the price paid by you for the Goods.

13.6 We shall not be held liable for any failure or delay in delivering the Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as act of God or those of a third party.

13.7 We shall not be held liable for third party misrepresentations of Nemesis Now products or third-party fraudulent misrepresentations.

 

14. Termination

14.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 3 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

(d) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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; or

(e) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business

14.2 Your account will be closed if your account has been inactive for 12 months, at which point your account cannot be reopened and you must reapply for a trade account (clause 3.2)

14.3 Upon termination any use of our intellectual property is strictly prohibited.

 

15 General

15.1 We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

15.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

15.3 If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

15.4 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

15.5 The Contract is between you and us only. No other person has any rights to enforce any of its terms.

15.6 Plastic Packaging Tax "PPT" (UK only). Nemesis Now confirms that PPT will be accounted for on all plastic packaging components used to supply products to you.

 

16. Governing Law and Jurisdiction

16.1 All transactions are undertaken and conducted under the jurisdiction of English Law and any disputes in connection therewith shall be tried in the Courts of England and Wales.

16.2 None of these terms affect the customer’s legal rights and these are not diminished in any way. If any term is held to be invalid under any applicable statute or rule of law, that term is automatically omitted from the terms to minimum extent necessary to comply with the law and without affecting the validity or enforceability of the remainder.