TERMS AND CONDITIONS OF SALE
Last Modified: 12 February 2025
1. Definitions and Scope
1.1 Definitions
“Goods” means all products (including bathroom pods) supplied by Nordic Offsite Limited under the accompanying Quotation.
“Nordic Offsite” means Nordic Offsite Limited.
“Quotation” means the written offer issued by Nordic Offsite, which incorporates these Terms and Conditions.
“You” or “Your” means the customer, purchaser, or contracting party ordering Goods from Nordic Offsite.
1.2 Application of Terms
These Terms apply to all Goods supplied by Nordic Offsite to you under the Quotation. Any additional or different terms (e.g., those in purchase orders, confirmations of order, JCT contracts, or similar documents) shall not apply unless expressly agreed in writing by Nordic Offsite. An order placed by you based on the Quotation is treated as an offer to purchase the Goods under these Terms. Any variation to these Terms (including any special terms agreed between you and Nordic Offsite) shall be binding only if set out in writing and signed by an authorized representative of Nordic Offsite.
2. Quotations and Orders
2.1 Quotation Validity
The Quotation price is fixed for ninety (90) days from the date the Quotation is issued. After this period, Nordic Offsite reserves the right to amend the Quotation accordingly.
2.2 Purchase Order Requirements
Your purchase order(s) must clearly confirm the incorporation of all Terms and Conditions in this Quotation into the contract between you and Nordic Offsite. The prices stated in the Quotation are based on the supply and delivery of Goods following your purchase order.
2.3 Future Updated Versions and External Documents
(a) These Terms and Conditions may be updated from time to time. In the event of any conflict or inconsistency between an earlier version and a later version, the most recently published version shall take precedence.
(b) The following documents are incorporated by reference and form part of these Terms and Conditions of Sale:
Terms and Conditions for Contractor Supplied Components
Technical Product Description
Quality Assurance Paradigm
Installation and Handover Guidelines
2.4 Construction Industry Scheme
You acknowledge that the construction industry tax deduction scheme does not apply to this Quotation, as no construction work will be performed on site by Nordic Offsite.
3. Price and Payment
3.1 Payment Terms
Full payment (cleared funds) of any interim invoices and of the final balance invoice is required prior to delivery, unless otherwise agreed in writing. Delivery will only occur once all specified payments have been received. You agree to pay all invoices from Nordic Offsite in full, without any deductions for tax or otherwise.
3.2 Late Payment and Delayed Delivery
If your payment is not received on time, causing a delay beyond any agreed delivery date, you acknowledge that such delay does not constitute a breach of contract by Nordic Offsite. You are not entitled to terminate the contract or claim damages for loss resulting from late delivery caused by your delayed payment.
3.3 Additional Charges on Deductions
In the event that any sum is deducted from Nordic Offsite’s invoice for tax or similar reasons and is later repaid or credited, interest on that sum will be owed to Nordic Offsite at a rate of 4% per annum above the base lending rate of National Westminster Bank plc from time to time, calculated from the date of deduction until repayment.
3.4 Variations to Payment Terms
If Nordic Offsite agrees to vary these payment Terms, and you subsequently fail to comply with the revised payment terms, the original payment terms stated in the Quotation will apply. Nordic Offsite reserves all remedies available under those original terms.
3.5 Advance Payment
An advance payment is required upon receipt of order to cover design, procurement, and pre-production planning. This advance will be reimbursed to you on a pro-rata basis according to the total number of pods actually paid for over the duration of the project. For example, if there are 100 pods in a project, each pod certified for payment will effectively reimburse 1/100th of the advance payment.
3.6 Monthly Invoices
Nordic Offsite generally issues invoices on a monthly basis, reflecting the value of work in progress, any materials held in stock (including proforma items), and any Goods completed offsite as of that date. You must settle all invoices in full within fourteen (14) days of the invoice date.
3.7 Late Payment Charges
Should you fail to make timely payment, interest and any applicable charges will accrue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002, and any re-enactments thereof. You will be responsible for these additional charges.
3.8 No Retentions
No retentions shall be held under this contract.
3.9 Project Documentation and Information Requirements
(a) Buyer’s Documentation Obligations. You must supply all required project documentation in a timely manner, including but not limited to:
Complete technical drawings in IFC, DWG, PDF, or other mutually agreed formats.
Clear final confirmations regarding right-hand or mirrored configurations of bathroom pods.
Any additional information necessary for Nordic Offsite to proceed with design, procurement, or scheduling.
(b) Deadline for Documentation. Unless otherwise agreed in writing, all relevant documents must be provided no later than fourteen (14) weeks before the first scheduled delivery date or by any earlier deadline that Nordic Offsite reasonably requests to maintain the production schedule.
(c) Production Delay for Missing Information. If you fail to deliver the required documentation, drawings, or clarifications on time, Nordic Offsite may postpone production and delivery accordingly. You will have no right to claim damages or cancellation due to any delay arising from your own failure to provide project information.
(d) Day Fines or Compensation. If your delay in providing information causes production downtime or additional costs for Nordic Offsite, Nordic Offsite may claim compensation for actual losses incurred. By mutual agreement in writing, the parties may also implement a day-fine mechanism (e.g., 0.1% of the contract sum per day of buyer delay) up to a stated maximum. If no separate day-fine agreement is in place, Nordic Offsite’s remedy is to recover proven direct losses, including but not limited to factory downtime and additional labour or material costs.
3.10 Indexation of Price
(a) Indexation Trigger. If any portion of the supply occurs more than six (6) months after the date of the original Quotation (or such other date agreed in writing), Nordic Offsite may adjust the price for that portion to reflect increases in material and labour costs based on an appropriate UK building-cost index (e.g., BCIS General Building Cost Index or a similar, reputable index).
(b) No Downward Adjustment. The price will not be decreased if the chosen index falls during the relevant period; it will only remain the same or increase.
(c) Index Publication and Calculations. The indexation calculation shall use the most recently published data for the selected building-cost index. If that index is discontinued, Nordic Offsite may substitute a comparable index.
4. Title and Risk
4.1 Ownership
Ownership of the Goods does not pass to you until all invoices relating to the Goods have been paid in full.
4.2 Risk and Title Transfer
Risk in and title to the Goods will pass to you upon the later of:
(i) delivery; or
(ii) receipt of full payment of Nordic Offsite’s invoices.
4.3 Vesting Certificate
A vesting certificate will be provided at the appropriate stage to confirm any transfer of ownership in materials, where applicable.
5. Delivery
5.1 Pre-Delivery Inspection
By prior arrangement, you may visit Nordic Offsite’s factory premises at a time and date suitable to Nordic Offsite to inspect the Goods before delivery and before final payment is made.
5.2 First Delivery Timeline
The first delivery of pods will be made twelve (12) weeks from receipt of full and final information, subject to the availability of specified materials.
5.3 Your Delay in Payment
If your late payment causes a delivery delay, this shall not constitute a breach of contract by Nordic Offsite.
5.4 Liability for Liquidated Damages
Nordic Offsite does not accept liability for any liquidated damages. In the event of breach of contract, any claim for damages must be based on the actual loss suffered.
6. Exclusions from Supply
6.1 Exclusions
Unless specified otherwise in writing, the following are excluded from Nordic Offsite’s scope of supply:
On-site connections to mechanical and electrical (M&E) services.
Pressure-reducing valves and gauges.
Main contractor’s discount.
On-site removal of temporary protection.
Task lighting.
On-site tiling.
On-site fixing and finishing of permanent doors, door stops, door handles, thumb turns, locks, hinges, and keeps.
Additional materials for fire and acoustic requirements.
Installation of bathroom pods.
Emergency alarms/lighting.
Heating appliance/heated towel rail.
Mechanical extract fan and duct run.
Thermostatic mixer/blender valves.
Acoustic shims and steel packers (unless installed by Nordic Offsite).
Any form of bond or escrow payment provisions, whether provided by Nordic Offsite or offered as an alternative.
6.2 No Making Good Defects (MCD) Allowance
No MCD allowance has been included.
7. Site Access, Offloading, and Hoisting
7.1 Your Responsibilities
Offloading, hoisting, and installation of pods into the building is your responsibility. You must provide all necessary lifting equipment (e.g., crane, loading platform, appointed personnel) for offloading.
7.2 Road and Hard Standing
You must provide an access road with a suitable hard, even surface capable of bearing a fully loaded articulated vehicle, including appropriate hard standing for offloading.
7.3 Booking Delivery and Delivery Window
(a) Booking Notice. You must confirm or book the delivery at least six (6) working days before the desired delivery date, unless otherwise agreed in writing.
(b) Delivery Times. Standard deliveries occur on weekdays (Monday to Friday) between 07:00 and 16:00. Any delivery outside these hours may be subject to additional charges.
(c) Arrival and Offloading Time. The agreed arrival time will be communicated in advance. You have up to two (2) hours from the notified arrival time to complete offloading. Any waiting or offloading time beyond two (2) hours may incur additional charges, unless the delay is attributable to Nordic Offsite.
(d) Late Changes or Cancellations. If you cancel or reschedule delivery less than five (5) working days before the scheduled date, or otherwise cause the scheduled delivery to be aborted, Nordic Offsite may charge you for any resulting transport or handling costs.
7.4 Packaging Removal
You must provide sufficient personnel to remove all packaging from the units (including protective and shipping materials) at your own expense.
7.5 Responsibility and Security
Once the pods have been handed over at Nordic Offsite’s works or upon delivery, you are fully responsible for maintaining protection and security of the pods.
8. Inspection and Acceptance
8.1 Delivery Note Signing
Responsibility for the units transfers to you once your representative signs the delivery note.
8.2 Visible Defects at Delivery
If any visible defects are apparent after offloading, you must note these on the delivery note at the time of signing, indicating any damage in transit. From the moment you sign for delivery, you assume responsibility for safeguarding and insuring the units, ensuring they remain locked and secure.
8.3 Post-Delivery Inspection
Once the units have been signed for and opened by you, they are fully under your control. Any defects or damage discovered thereafter are your responsibility unless otherwise agreed. You must ensure an authorized representative is present at delivery to confirm that delivery has been effected in compliance with these Terms. Upon request, a joint inspection may be carried out by you and Nordic Offsite at the time of delivery to identify defects. Any such defects should be jointly recorded and signed off by both parties.
8.4 Additional Opening/Repackaging
You are responsible for providing adequate labor to open and securely repackage the units after inspection, at your own expense. Nordic Offsite is not obliged to participate in any inspection that occurs after the formal joint inspection.
8.5 Defects Identified at Delivery
Nordic Offsite will rectify or replace any defects noted on the delivery note at its expense, if the defects clearly originated prior to delivery. Nordic Offsite’s responsibility to remedy defects discovered during formal inspection is limited to those specifically recorded.
9. Defects Liability
9.1 Defects Liability Period
The defects liability period is twelve (12) months from the date of delivery to site. This period may be extended only by written agreement with Nordic Offsite, potentially with additional payments, and in no event shall extend beyond six (6) months after the date of practical completion of the main contract.
9.2 Scope of Guarantee
Any guarantee provided by Nordic Offsite is limited to construction and workmanship defects.
9.3 Storage, Installation, and Maintenance
You are responsible for ensuring that the delivered units are stored carefully, installed according to Nordic Offsite’s instructions, and maintained properly on a regular basis.
9.4 Nordic Offsite’s Liability
Nordic Offsite will only be liable for substantiated, direct costs of remedial work related to defective workmanship within the defects liability period.
9.5 No Responsibility for Subsequent Handling or Installation
Nordic Offsite is not responsible for rectifying issues arising from subsequent handling or installation after the Goods have been handed over.
10. Delays and Additional Costs
10.1 Delays Caused by You
If you cause delays to the agreed delivery schedule resulting in rescheduled delivery or manufacturing, Nordic Offsite is entitled to recover additional costs incurred, including but not limited to:
• Factory downtime and standing costs due to rescheduling manufacture.
• Storage costs and/or additional transportation fees.
• Increases in material and labour costs due to delay.
• Accelerated working or additional labour required to meet a revised programme.
10.2 Storage Fee for Delayed Acceptance
If you are unable or unwilling to accept delivery more than two (2) weeks beyond the agreed date, Nordic Offsite may:
(a) Charge you a reasonable daily storage fee for each unit, commencing from the date on which delivery was originally due; and
(b) Treat the Goods as fully deliverable for the purpose of invoicing. You shall pay the invoiced amount on the original schedule, subject to no retentions. Ownership passes to you upon full payment, and Nordic Offsite will upon request provide a vesting certificate or mark the pods as yours.
10.3 Partial Invoicing for Completed Units
If Nordic Offsite has completed manufacture of any units and cannot deliver them on time due to your actions or omissions, Nordic Offsite may issue an invoice for those completed units. You shall pay the invoice in accordance with Clause 3 even if the units remain in Nordic Offsite’s storage.
10.4 Extra Works Rate
Extra Works will be charged at £55 per hour (inclusive of expenses).
10.5 VAT
All prices quoted are exclusive of VAT.
11. Liability and Damages
11.1 Limitation of Liability
Nordic Offsite is only liable for personal injuries proven to be caused by the negligence of Nordic Offsite, its employees, or its agents. Nordic Offsite shall not be liable for any indirect or consequential losses, including but not limited to loss of profits, loss of business, or loss of opportunity, whether suffered by you, your client, or any third party.
11.2 Claims by Third Parties
If any third party (including parties to your main contract) brings a claim relating to these Terms, you must immediately notify Nordic Offsite in writing.
11.3 Liquidated Damages
Nordic Offsite does not accept liability for liquidated damages. Any claim for damages must be based on the actual loss suffered.
12. Miscellaneous
12.1 Entire Agreement
These Terms, together with the Quotation and any documents specifically referred to herein, constitute the entire agreement between you and Nordic Offsite.
12.2 Further Inquiries
For any questions or clarifications about these Terms, please contact Nordic Offsite Limited.
(End of Terms and Conditions)