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.