Terms and Conditions

In these Terms and Conditions, unless the context otherwise requires, the following definitions apply:  

• Business Day: Any day other than a Saturday, Sunday or public holiday. 

• Confidential Information: In relation to either Party, any information disclosed by one Party to the other in connection with this Agreement, whether communicated orally, in writing or through any other medium, and whether or not marked or described as confidential. 

• Contract: The agreement for the purchase and sale of the Goods and the provision of the Services in accordance with these Terms and Conditions. 

• Contract Price: The price payable for goods as stated in the Contract. 

• Customer: Any person, Company or other legal entity who accepts a quotation or offer made by the Supplier, or whose order for Goods and/or Services are accepted by the Supplier. 

• Delivery Date: The date on which the Goods are to be delivered to the Customer as stipulated in the Suppliers Order Confirmation.  

• Goods: Any instalment of the goods, or parts thereof, which the Supplier agrees to supply in accordance with these Terms and Conditions. 

• Month:  a calendar month. 

• Services: The Services to be provided by the Supplier to the Customer as set out in the quotation and order acknowledgement. 

• Supplier: NRwell Ltd, a company registered in United Kingdom under 10845188 of Units 3 & 4 Heritage Park, Heath Hayes, WS11 7LT, UK and includes all employees, any of its trading styles and/or divisions and agents of NRwell Ltd. 

Unless the context otherwise requires, in these Terms and Conditions: 

• References to “writing” or “written” includes any communication made by electronic mail, electronic data interchange, or other electronic means, as well as by postal mail or comparable means of communication; 

• References to any statute or statutory provision include a reference to that statute or statutory provision as amended, extended, consolidated, re‑enacted, or replaced from time to time, and include any subordinate legislation made under it; 

• References to “these Terms and Conditions” are references to these terms and conditions together with any Schedule, as amended or supplemented from time to time; 

• References to a “Schedule” are to a schedule forming part of these Terms and Conditions; 

• References to a “Party” or the “Parties” refer to the parties to these Terms and Conditions; 

• Words importing the singular include the plural and vice versa, and words importing a gender include any gender; 

• Headings are for convenience only and do not affect the interpretation of these Terms and Conditions. 

• Where Goods are ordered for delivery outside the United Kingdom, the Customer acknowledges that the Goods may be subject to import duties, taxes, customs charges, and other fees imposed by the destination country upon arrival. Any such duties, taxes, or charges shall be the sole responsibility of the Customer. 

• The Supplier shall use reasonable endeavours to notify the Customer of any known additional charges at the quotation stage; however, the Supplier gives no guarantee that all applicable charges can be identified in advance. Customers are advised to contact their local customs authority for further information regarding applicable costs, procedures, and requirements. 

• For the purposes of customs clearance, the Customer shall be deemed the importer of record and shall be responsible for ensuring that the import of the Goods complies with all applicable laws, regulations, and requirements of the country of destination 

• The Customer acknowledges that Goods may be opened, examined, or inspected by customs authorities upon arrival in the destination country. The Supplier shall not be liable for any delay, damage, or indication of tampering arising as a result of such inspection. 

• The Supplier’s employees or agents are not authorised to make any representations, statements, or assurances relating to the Goods or the Services unless expressly confirmed in writing by the Supplier. The Customer acknowledges that, in entering into the Contract, it does not rely on, and waives any claim for breach of, any such representations not so confirmed. 

• No variation to these Terms and Conditions shall be binding unless agreed in writing and signed by, or on behalf of, the authorised representatives of both the Supplier and the Customer. 

• A contract for the sale of Goods and/or the provision of Services (“Contract”) shall only come into existence and be binding on the Supplier upon the earliest of any of the following events: 

a. the Supplier’s written acceptance of the Customer’s order; 

b. delivery of the Goods to the Customer; 

c. commencement or provision of the Services; or 

d. issuance of an invoice by the Supplier. 

• Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, order acknowledgment, invoice, website content or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier. 

• Quotations are prepared using stock availability, pricing, and other information available at the time the quotation is issued. Stock levels may fluctuate frequently, and lead times can only be confirmed at the time an order is accepted by the Supplier. 

• The Supplier reserves the right to amend sales literature, price lists, specifications, and other documents at any time without notice. The Supplier accepts no responsibility for sudden manufacturer price increases, changes in availability, or stock level fluctuations. No Goods shall be reserved, allocated, or held until an order has been accepted by the Supplier and payment has been received (where applicable). 

• Photographs, illustrations, and descriptions of the Goods, whether contained in catalogues, brochures, price lists, quotations, or on the Supplier’s website(s), are intended for illustrative purposes only and shall not form part of the Contract nor be binding on the Supplier. 

• The Supplier shall not be liable for any errors or omissions in product numbers, specifications, or descriptions displayed on any websites operated by or on behalf of the Supplier, including www.nrwell.com. 

The Supplier may at any time assign, transfer, charge, subcontract, or otherwise deal with all or any part of its rights or obligations under the Contract without the prior consent of the Customer. 

The Customer shall not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under the Contract without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. 

• No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by an authorised representative of the Supplier 

• The specification for the Goods shall be as set out in the Supplier’s sales documentation current at the time of acceptance of the order, unless otherwise expressly agreed in writing between the Customer and the Supplier. The Goods shall be supplied only in the minimum units stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than those stated shall be adjusted accordingly. 

• Any illustrations, photographs, drawings, or descriptions of the Goods contained in catalogues, brochures, price lists, quotations, or other documents issued by the Supplier are for illustrative purposes only and shall not form part of the Contract nor be binding on the Supplier 

• The Supplier reserves the right to make any changes to the specification of the Goods which are necessary to comply with any applicable statutory or regulatory requirements or, where the Goods are supplied to the Customer’s specification, which do not materially affect their quality, performance, or fitness for purpose. 

• No order which has been accepted by the Supplier may be cancelled by the Customer except with the Supplier’s prior written consent. Where such consent is given, the Customer shall indemnify the Supplier in full against all losses, costs, expenses, damages, and charges incurred by the Supplier as a result of the cancellation, including (without limitation) loss of profit and the cost of labour and materials. 

• With effect from the Commencement Date, the Supplier shall, in consideration of the price paid or payable by the Customer, provide the Services expressly identified in the quotation or otherwise agreed in writing between the parties. 

• The Supplier shall perform the Services with reasonable care and skill, in accordance with generally accepted industry standards. 

• The Supplier shall use reasonable endeavours to complete the Services in accordance with the agreed timescales, but time shall not be of the essence unless expressly agreed in writing. 

• The price payable for the Goods and/or Services shall be the price set out in the Supplier’s quotation current at the date of acceptance of the Customer’s order, or such other price as may be expressly agreed in writing between the Supplier and the Customer 

• Where the Supplier provides a quotation for the Goods and/or Services other than by reference to the Supplier’s published price list, such quotation shall be valid for a period of thirty (30) days from the date of issue, or for such shorter period as may be expressly stated in the quotation, after which it may be withdrawn or amended without notice. 

• Except where otherwise stated in the Supplier’s quotation or price list, or otherwise agreed in writing between the parties, all prices include the Supplier’s charges for standard packaging and transport. 

• All prices are exclusive of value added tax (VAT) and any other applicable taxes, duties, excise charges, levies, or similar impositions imposed by any competent authority in respect of the Goods and/or Services. The Customer shall be responsible for payment of any such amounts in addition to the price, at the applicable rate and in the manner prescribed by law. 

• Subject to any special terms agreed in writing between the Supplier and the Customer, the Supplier shall be entitled to invoice the Customer for the price of the Goods and/or Services on or at any time after: 

a. delivery of the Goods; and/or 

b. completion or provision of the Services 

• Where the Goods are to be collected by the Customer, or where the Customer wrongfully fails or refuses to take delivery of the Goods, the Supplier shall be entitled to invoice the Customer at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as applicable) has tendered delivery. 

• Unless otherwise agreed in writing, the Customer shall pay the price of the Goods and/or Services in full, without deduction, set‑off, or counterclaim (save for any discount or credit expressly agreed by the Supplier), prior to placing an order or in accordance with such credit terms as may have been agreed in writing between the Supplier and the Customer. 

• Payment shall be made on the due date stated on the Supplier’s invoice, notwithstanding that delivery of the Goods or provision of the Services may not have taken place and/or that title to the Goods has not passed to the Customer. Time for payment shall be of the essence of the Contract. 

• All payments shall be made in cleared funds to the bank account or other payment method specified by the Supplier on its order acknowledgement or invoice. Receipts for payment shall be issued only upon request 

• The Supplier shall be entitled to require satisfactory references from the Customer and may, at its discretion, refuse to accept any order where such references have not been provided. If at any time the Supplier is not satisfied with the creditworthiness of the Customer, the Supplier may, by written notice, withdraw any credit facility granted to the Customer. In such circumstances: 

 a. all outstanding sums shall immediately become due and payable in cash; and 

 b. the Supplier shall be entitled to suspend or withhold further deliveries of Goods and/or provision of Services unless payment is made in advance


 

NRwell Ltd offers a range of payment options to facilitate ease of purchase. All payment transactions shall be processed securely by a third‑party payment provider appointed by NRwell Ltd from time to time. 

All payments shall be made in full, without deduction or set‑off, to NRwell Ltd in accordance with the payment instructions set out in the relevant quotation or invoice issued by NRwell Ltd, unless otherwise agreed in writing 

Currency 

Unless otherwise expressly stated in writing by NRwell Ltd, all prices quoted, invoices issued, and payments made under these Terms and Conditions and the Contract shall be in Pounds Sterling (GBP), Euros (EUR), or United States Dollars (USD), as specified in the relevant quotation or invoice. 

Where payment is made in a currency other than Pounds Sterling, the customer shall be responsible for all exchange rate risks, bank charges, conversion costs, and transfer fees, and NRwell Ltd shall receive the full invoiced amount net of any deductions. 

How to Pay 

Bank/Wire Transfer 
Payment may be made by bank or wire transfer by instructing your bank to remit the full amount shown on the relevant Quotation or Proforma Invoice issued by NRwell Ltd. 

The Quotation or Proforma Invoice number must be quoted as the payment reference. 

All bank charges, intermediary fees, and transfer costs shall be borne by the customer, and NRwell Ltd must receive the invoiced amount in full and in cleared funds. 

Credit or debit card payments 
We accepts most major credit and debit cards including Visa, MasterCard and American Express. As these Terms apply solely to B2B transactions, NRwell Ltd reserves the right to apply a card processing charge to reflect the costs incurred in accepting payment by credit or debit card. Any applicable charge will depend on the card type and transaction value and will be clearly notified to the customer prior to payment. 

Paypal 
Payment may also be made via PayPal by sending payment to the following email address: 

accounts@nrwell.com 

All PayPal fees, transaction charges, and currency conversion costs shall be borne by the customer unless otherwise expressly agreed in writing by NRwell Ltd. 

Orders placed on a proforma basis will not be processed until full payment is received. Credit accounts must be paid according to the terms agreed between the authorised representative of NRwell Ltd and the customer; late payment may result in the credit account being withdrawn. 

With the exception of any special terms agreed in writing between NRwell Ltd and the customer, NRwell Ltd shall send a final invoice to the customer at the time or any time after the delivery of the goods. 

If the Customer fails to make payment by the due date, NRwell Ltd reserves the right to cancel the order and suspend any further orders or deliveries. 

• Delivery of the Goods shall take place either: 

a. where a place of delivery is specified in the Supplier’s quotation, by the Supplier delivering the Goods to that location; or 

b. where no place of delivery is specified, by the Customer collecting the Goods from the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection. 

• Any dates stated for delivery of the Goods are estimates only and time for delivery shall not be of the essence. The Supplier shall be entitled to deliver the Goods in advance of the stated Delivery Date. 

• If the Customer fails to take delivery of the Goods or any part thereof on the Delivery Date, or fails to provide any instructions, documents, licences, consents, or authorisations reasonably required to enable delivery to be made on that date, the Supplier shall be entitled, upon giving written notice to the Customer, to store or arrange for the storage of the Goods. 

• In such circumstances: 

a. delivery of the Goods shall be deemed to have taken place; 

b. risk in the Goods shall pass to the Customer; and 

c. the Customer shall be liable to pay all costs and expenses incurred by the Supplier arising from such failure, including (without limitation) storage and insurance charges 

• With effect from the Commencement Date, and subject to payment of the price in accordance with these Terms and Conditions and the quotation, the Supplier shall provide the Services expressly identified in the quotation. 

If the Supplier fails to deliver the Goods or provide the Services (or any part of them) by the Delivery Date or Commencement Date (as applicable), other than as a result of circumstances beyond the Supplier’s reasonable control or due to the acts or omissions of the Customer or its carrier, such failure shall not entitle the Customer to treat the Contract as repudiated. 

Where delivery of the Goods and/or provision of the Services is made at any time after the relevant Delivery Date or Commencement Date, the Supplier shall have no liability whatsoever in respect of such delay, including (without limitation) any liability for loss of profits, loss of business, or indirect or consequential loss arising from late delivery or late performance. 

• Risk of damage to or loss of the Goods shall pass to the Customer as follows: 

a. where the Goods are to be collected from the Supplier’s premises, at the time when the Supplier notifies the Customer that the Goods are available for collection; or 

b. where the Goods are to be delivered otherwise than at the Supplier’s premises, at the time of delivery of the Goods to the Customer or, if the Customer wrongfully fails or refuses to take delivery, at the time when the Supplier has tendered delivery of the Goods. 

• Notwithstanding delivery of the Goods and the passing of risk, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in full, in cash or cleared funds: 

    a. payment of the price of the Goods; and 

    b. payment of all other sums owing or payable by the Customer to the Supplier on any account whatsoever, whether arising under this or any other contract. 

• Until title to the Goods has passed to the Customer, the Customer shall hold the Goods as bailee and fiduciary agent for the Supplier and shall: 

a. store the Goods separately from all other goods owned by the Customer or any third party, and in a condition appropriate to preserve their value; 

   b. ensure that the Goods remain readily identifiable as the property of the Supplier; 

   c. not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods; and 

     d. insure the Goods at its own expense against all usual risks for their full replacement value, noting the interest of the Supplier on the insurance policy. 

• Until title to the Goods has passed to the Customer, the Customer shall not pledge, charge, or in any way encumber the Goods as security for any indebtedness. If the Customer does so, all sums owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) immediately become due and payable. 

• The Supplier reserves the right, at any time, to repossess any Goods to which it retains title, and for this purpose the Supplier, its employees, and agents shall be entitled to enter any premises where the Goods are stored, without notice and without liability. 

• The Customer’s right to possession of the Goods in respect of which the Supplier retains title shall terminate immediately if: 

    a. the Customer commits or permits any material breach of these Terms and Conditions; 

    b. the Customer enters into any voluntary arrangement with its creditors, or any other scheme or composition in satisfaction of its debts; 

     c. the Customer becomes subject to a bankruptcy order or takes advantage of any statutory provision for the relief of insolvent debtors; or 

    d. the Customer convenes a meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator, or administrative receiver appointed over any of its assets or undertaking (or any part thereof), takes steps to appoint an administrator, or if any proceedings are commenced relating to the insolvency or potential insolvency of the Customer. 

• The Supplier may at any time assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights and obligations under the Contract to any person, firm, or company without the prior consent of the Customer. 

• The Customer shall not assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier. 

• The Customer shall inspect the Goods immediately upon delivery. If any of the Goods are defective in any material respect on delivery and: 

    a. the Customer lawfully refuses delivery of the defective Goods; or 

 b. where the Goods are signed for as “condition and contents unknown”, the Customer gives written notice to the Supplier detailing the defect within seven (7) Business Days of delivery, 

then, subject to compliance with this clause, the Supplier shall, at its sole option: 

   i. repair the defective Goods within thirty (30) Business Days of receipt of the Customer’s notice; 

   ii. replace the defective Goods within thirty (30) Business Days of receipt of the Customer’s notice; or 

   iii. refund the price paid for the defective Goods (or the defective part thereof, as applicable). 

• If the Customer fails to refuse delivery or fails to notify the Supplier of the defect within the time and in the manner set out above, the Customer shall be deemed to have accepted the Goods and shall not be entitled to reject them or make any claim in respect of such defect. 

• No Goods shall be returned to the Supplier without the Supplier’s prior written consent. Where returned Goods are inspected and the Supplier is satisfied that they were supplied with a defect in quality or condition not apparent on reasonable inspection at the time of delivery, the Supplier shall, at its sole discretion, replace the Goods free of charge or refund or credit the price of the defective Goods. The Supplier shall have no further liability to the Customer in respect of such Goods. 

• The Supplier shall have no liability in respect of any defect arising as a result of: 

   a. fair wear and tear; 

   b. wilful damage or negligence; 

   c. improper storage, installation, use, or handling; 

   d. failure to follow the Supplier’s instructions (whether oral or written); 

   e. misuse, modification, or alteration without the Supplier’s prior written approval; or 

   f. any act or omission of the Customer, its employees, agents, or any third party. 

• Subject as expressly provided in these Terms and Conditions, and except where the Goods are supplied under a consumer contract, all warranties, conditions, and other terms implied by statute or common law (including, without limitation, those implied by the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. 

• The Customer shall be responsible for ensuring that, except to the extent that instructions are included on the packaging or labelling of the Goods, any use, handling, marketing, or sale of the Goods complies with all applicable laws, regulations, and statutory requirements. The Customer shall indemnify the Supplier in full against all liabilities, losses, damages, costs, and expenses incurred by the Supplier as a result of the Customer’s failure to comply with this obligation 

• If the Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to: 

    a. cancel the Contract or suspend any further deliveries of Goods and/or provision of Services to the Customer; 

    b. appropriate any payment made by the Customer to such Goods and/or Services (or to goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may determine, notwithstanding any purported appropriation by the Customer; and 

    c. charge interest on the amount unpaid, both before and after judgment, at the rate of two per cent (2%) per annum above the Bank of England base rate from time to time, calculated on a daily basis until payment is made in full, with part of a month treated as a full month for the purposes of calculating interest. 

• This clause shall apply if the Customer: 

    a. fails to perform or observe any of its obligations under the Contract or is otherwise in breach of the Contract; 

    b. enters into an administration order, voluntary arrangement, or scheme of arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended), or, being an individual or firm, becomes bankrupt, or, being a company, enters into liquidation (whether voluntary or compulsory); 

    c. has a receiver, manager, administrator, or administrative receiver appointed over any of its property or assets, or an encumbrancer takes possession of any part thereof; 

    d. ceases, or threatens to cease, to carry on business; or 

    e. the Supplier reasonably believes that any of the events referred to above is about to occur and notifies the Customer accordingly. 

• Where any of the events set out in clause 2 occurs, the Supplier shall be entitled, without prejudice to any other right or remedy, to cancel the Contract or suspend any further deliveries of Goods and/or provision of Services without incurring any liability to the Customer. Where the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. 

1. Subject to clause 6 below, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for: 
   
   a. any loss of profit; 
   b. loss of business; 
   c. loss of anticipated savings; 
   d. loss or depletion of goodwill; or 
   e. any indirect, special, or consequential loss, damage, costs, expenses or other claims, howsoever arising out of or in connection with the supply of the Goods and/or Services, even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of such loss. 

2. All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract, save for the condition implied by section 12 of the Sale of Goods Act 1979. 

3. The Customer shall indemnify and keep indemnified the Supplier against all claims, losses, damages, costs, and expenses suffered or incurred by the Supplier arising out of or in connection with: 
   a. any loss of or damage to equipment, property, or materials (including those of third parties) caused by the Customer, its employees, agents, or contractors; or 
   b. the Customer’s misuse of the Goods or breach of these Terms and Conditions. 

4. Where the Customer comprises two or more persons or entities, such persons or entities shall be jointly and severally liable for all obligations of the Customer under the Contract. 

5. The Supplier shall not be liable for any failure or delay in performance of its obligations under the Contract where such failure or delay results from circumstances beyond the Supplier’s reasonable control, including (without limitation) acts of God, war, terrorism, fire, flood, epidemic, pandemic, strikes or industrial disputes (whether involving the workforce of the Supplier or any other party), governmental action, shortages of materials, power or transport failures (“Force Majeure Event”). 

6. Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability: 
   a. for death or personal injury caused by its negligence; 
   b. for fraud or fraudulent misrepresentation; or 
   c. for any other liability which cannot lawfully be excluded or limited. 

7. Subject to clauses 1 and 6, the Supplier’s total aggregate liability to the Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of the Contract shall be limited to the total price paid or payable by the Customer under the Contract. 

Each Party always undertakes that during the continuance of the Contract and after its termination: 

• keep confidential all Confidential Information 

• not disclose any Confidential Information to any third part without the prior written consent of the other party 

• not use any Confidential Information for any purpose other than as expressly contemplated by and subject to these Terms and Conditions; and 

• not copy, record, reproduce, or otherwise make available, in whole or in part, any Confidential Information, nor part with possession of it, except as strictly necessary for the performance of its obligations under the Contract.  

Notwithstanding the Confidentiality obligations set out above, either Party may disclose Confidential Information only to the extent strictly necessary for the purposes contemplated by these Terms, or as required by law, to: 

• any sub-contractor or supplier of that Party 

• any government, court, regulatory or supervisor authority having jurisdiction 

• any employee, officer, or professional adviser of that Party or of any of the persons, parties or bodies referred to above 

Provided that, prior to any such disclosure, the disclosing party will: 

• inform the recipient that the information is confidential; and 

• except where the disclosure is to a governmental, regulatory or supervisory authority, obtain a written undertaking from the recipient (and provide a copy to the other Party upon request) to keep the Confidential Information confidential and to use it solely for the purpose for which it is disclosed, on terms substantially similar to those set out in this Contract. 

A Party may also use or disclose Confidential Information to the extent that such information: 

• was public knowledge at the date of the Contract; or 

• becomes public knowledge after that date through no fault of that Party 

provided always that no disclosure is made of any part of the Confidential Information that is not public knowledge. 

The provisions of this clause shall survive termination of the Contract for any reason and shall continue in full force and effect in accordance with their terms.

All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. 

A notice shall be deemed to have been duly given: 

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

• if sent by facsimile or e‑mail, at the time of transmission, provided that a successful transmission report or delivery receipt is generated 

• if sent by national ordinary mail, postage prepaid, on the fifth Business Day after posting 

• if sent by airmail, postage prepaid, on the tenth Business Day after posting. 

All notices under this Agreement shall be sent to the most recent postal address, e‑mail address, or facsimile number notified by a Party to the other Party in accordance with this clause. 

No failure or delay by either Party to exercise or enforce any right, remedy, or provision under these Terms and Conditions or the Contract shall constitute or be deemed to constitute a waiver of that right, remedy, or provision. 

Any such failure or delay shall not be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision, nor shall it constitute a continuing waiver. Any waiver shall be effective only if expressly given in writing and shall apply solely to the circumstances for which it is given. 

If any provision (or part‑provision) of these Terms and Conditions or the Contract is found by any court or competent authority to be unlawful, invalid, or otherwise unenforceable, that provision (or part‑provision) shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). 

The remaining provisions of these Terms and Conditions and the Contract shall continue in full force and effect and shall remain valid and enforceable.

Where an exchange service is provided, the following terms shall apply: 

• Unless otherwise agreed in writing by NRwell Ltd, the customer shall either: 

• return the exchange unit before a replacement unit is dispatched; or 

• upon receipt of the replacement unit, provide confirmation within seven (7) days that the exchange unit has been dispatched for return to NRwell Ltd, including a valid tracking number, proof of dispatch, or other reasonable evidence. 

• Unless expressly agreed otherwise in writing by NRwell Ltd, the customer shall be responsible for arranging and paying for the return shipment of the exchange unit. 

• The exchange unit returned must be the same part number as the unit supplied by NRwell Ltd, unless an alternative has been expressly agreed in advance in writing by NRwell Ltd. 

• The exchange unit returned must be in a repairable condition, as reasonably determined by NRwell Ltd. 

• If the customer fails to return an exchange unit that meets the above conditions, the customer shall be liable to pay a penalty fee equal to the difference between the exchange price and the outright purchase price, unless otherwise agreed in writing by NRwell Ltd. 

In the event of any conflict or inconsistency between these Terms and Conditions and any prior versions thereof, these Terms and Conditions shall prevail, unless it is expressly stated otherwise in writing. 

A person who is not a party to the Contract shall have no rights to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999. 

These Terms and Conditions and the Contract (including any non‑contractual matters and obligations arising out of or in connection with them) shall be governed by and construed in accordance with the laws of England and Wales. 
Any dispute, controversy, proceedings, or claim between the Parties arising out of or in connection with these Terms and Conditions or the Contract (including any non‑contractual matters and obligations) shall be subject to the exclusive jurisdiction of the courts of England and Wales. 

Delivery of the goods will be made to the customer's address as confirmed on the order confirmation sent by NRwell Ltd. It is the customer’s responsibility to ensure that the delivery address they provide is correct. 

There are various shipping options available to each country. Shipping methods and costs are clearly shown on all quotations. 

Delivery times are detailed on all quotations and various options, including Next Day Delivery to many locations, are available. The delivery date is approximate only. We will always try to offer an earlier delivery date and will advise if the goods are ready for dispatch earlier than anticipated. In the event that goods are delayed, NRwell Ltd will advise of the delay but will not be held responsible for any late deliveries.  

As soon as your item(s) have shipped, we'll send you a Shipment Notification email that includes the carrier's name and a tracking number with a link to their website. 

If the Customer fails to take delivery of the goods (failing to sign for delivery, provide any instructions or documents required, or any other reason), NRwell Ltd shall be entitled to bill the customer for any costs and expenses, including redelivery charges, storage charges, and return costs that may incur. 

NRwell Ltd shall have no liability for late deliveries where the goods/services are delivered after the advised delivery date, where the reason for late delivery is out of NRwell Ltd’s control, such as manufacturer delays, customer payment delay, or carrier fault. 

Express Delivery 

Because we understand how costly and disruptive a breakdown can be, we offer worldwide express delivery on all our products. Our network of preferred partner warehouses in addition to our own distribution centres enables us to offer a truly unique service within the industry across the entire globe. 

Arrange your Own Shipping 

You can arrange your own shipping; there may be a charge for packing and handling. Please contact our sales team, if you wish to use your own shipping company and forward your account details and the service level you require and we will do the rest. 

Under no circumstances do we accept responsibility/liability for goods lost or damaged etc. whilst in transit if you choose your own carrier. It is the responsibility of you and your shipping company to resolve any issues directly with each other. 

Local Customs Charges 

This is your responsibility to pay any charges relating to the import of goods into your country. Under no circumstances do we accept responsibility/liability for local taxes and/or customs duties that may be payable upon delivery. It is your responsibility to ensure that you comply with these requirements.

We offer a 24‑month warranty on all new and new surplus products. For refurbished and used products, please refer to your Quotation for the applicable warranty terms. 

If you experience any issues, please contact our Customer Services Team, who will be happy to assist you and explain the next steps. 

Should any product supplied by NRwell Ltd fail within the warranty period, we will replace the item with an equivalent part. If no equivalent part is available, we will issue a refund for the original purchase price of the product.  

Repairs, Replace, Refund 

In the first instance we will always try to repair your existing part in one of our repair centres or local repair partners. If a repair is not possible or will take too long, then we would replace your item with an equivalent part. If no equivalent part can be found, then we will refund the amount of the original purchase price. 

Reconditioned, Service Exchange & New products 

Unless stated otherwise all products supplied by us are guaranteed to be in working condition and are covered by our warranty terms. All warranties are issued by us, not the manufacturer, and will be honoured by us. 

Our liability under this warranty is limited, at our discretion, to the repair or replacement of any defective product at no cost to the customer. If we determine that the product cannot be repaired or replaced, we will issue a refund equal to the original amount paid for the product. 

In no event shall NRwell Ltd be liable for any damages other than direct losses, and such liability shall be limited to an amount not exceeding the sum paid to us for the product. We shall not be liable for any consequential or indirect losses, including but not limited to loss of profits.. 

Repairs 

Our liability shall be limited, at our discretion, to the repair or replacement of any defective product at no cost to the customer. If we determine that the product cannot be repaired or replaced, we will credit your account with an amount equal to the original sum paid for the product. 

In no event shall NRwell Ltd be liable for any damages other than direct losses, and such liability shall be limited to an amount not exceeding the price paid to us. We shall not be liable for any consequential or indirect losses, including loss of profits. 

All faulty units returned to us will be inspected and tested. If a unit is found not to be faulty, or if the fault is determined to have occurred after delivery, testing fees and/or penalty charges may be incurred. Any such charges will be applied at the sole discretion of NRwell Ltd. 

All items supplied or repaired by us, unless otherwise stated on the Quotation, are fully tested and carefully packed before shipping, including the use of anti-static bags/wrapping where applicable. If we receive no communication from you, within 7 days of delivery, regarding any problems with the items, you are deemed to have received the items in full working order and without defect. 

This returns policy excludes software and specially manufactured products. 

If you wish to return an item for any reason this should be reported to us within 7 days of delivery. You then have a further 7 days to return the item, with all packaging and documentation, for assessment/inspection. 

Should you wish to return an item for any other reason than stated below we must be informed of the return and reason for return in writing within 7 days of receipt of the item. You then have a further 7 days to return the item in the original condition and packaging which will enable them to be immediately fit for re-sale. Returns of this nature will be subject to a 35% re-stocking fee. 

We will only authorise the return of an item in the following cases: 

Faulty on Receipt  

Please see our warranty section for full terms and conditions. 

Damaged in Transit 

If items are damaged in transit this should be reported to us within 7 days so we can provide you with a replacement unit. If there is no availability for a replacement, the price of the items, as paid, will be refunded through the payment method used when the items were purchased. Carriage costs will also be refunded if the damage was due to our packing and/or our carrier. 

The Customer should not return any damaged items until they are instructed to do so by NRwell Ltd as they may be subject to inspection from the courier company. Where transit damage is suspected, we will require photographic evidence of the damage of the item and packaging, to support any claim. 

Incorrect Item 

If you receive items which do not match those ordered, you should contact us within 7 days to arrange collection and return. 

Search 

The easiest way to find what you're looking for is to search for it. The 'PART SEARCH' box at the top of every page. Simply type the part number of the item you are looking for into the box and click enter. 

Best search results are often obtained if you enter just the manufacturer’s part number. Sometimes there can be more than one number on a part (Item Number or Type Number or ID Number), so it is always worth trying all the options. Getting the format of the number correct is not necessary when searching. Our search engine will reveal the same results regardless of formatting. 

The large range of products available means that sometimes it is difficult to find the item you may be looking for. This might be because we have the part listed under a different number or it could be that we have never added this part to our database. 

Whatever part you are looking for our Sales or Procurement team will be able to help and advise. We have many years experience in sourcing new, refurbished, obsolete or ‘hard to find’ automation products. So please contact us for further support.