1.1 "Buyer" means the party purchasing Goods and Services from the Seller.

1.2 "Seller" means Norgroup Limited.

1.3 "Goods and Services" means the articles, products, materials, or services described in the Contract, including but not limited to design, fabrication, installation, delivery, repair, maintenance, and commissioning.

1.4 "Contract" means the agreement between the Seller and the Buyer including these terms and any other agreed documents such as quotations, invoices, or order confirmations.

1.5 "Contract Price" means the total price payable by the Buyer for the Goods and Services.

1.6 "Delivery Date" means the date agreed for delivery or completion of the Goods and Services.

2.1 All Contracts are subject to these Terms and Conditions unless otherwise agreed in writing.

2.2 The Seller’s quotations are invitations to treat and not binding offers.

2.3 A Contract is formed upon written acceptance of a quotation by the Buyer, digital acceptance via software (e.g. Xero), payment, or commencement of work, whichever occurs first.

2.4 No variation shall be binding unless agreed in writing.

2.5 Where the Goods and Services include signage, printing, cabinetry, or shopfitting, the specific “Terms & Conditions for Signage, Printing & Shopfitting Contracts” shall also apply. In the event of any conflict between those and these Standard Terms and Conditions, the Signage, Printing & Shopfitting terms shall take precedence solely for those respective works.

3.1 The Buyer shall be responsible for ensuring that the Goods and Services meet their requirements.

3.2 The Seller reserves the right to make minor alterations to the specification to comply with regulations or improve quality.

3.3 All intellectual property rights in materials created by the Seller remain the Seller’s property.

3.4 The Buyer confirms they hold all necessary legal rights and licences to use any trademarks, logos, or specifications provided to the Seller and shall indemnify and hold harmless the Seller from any claims, costs, or losses arising from the use of such materials. This includes any instance where the Buyer knowingly requests the use of third-party materials, logos, or copyrighted content without authorisation.

3.5 The Buyer grants the Seller a perpetual, royalty-free, irrevocable licence to use images, renderings, videos, or references to the Goods or Buyer’s premises or branding in promotional materials, case studies, and marketing content, including the Seller’s website and social media.

3.6 The Buyer warrants that any designs, logos, or content supplied for use do not infringe third-party intellectual property rights. The Buyer shall indemnify and hold harmless the Seller against all claims, damages, or costs arising from any such infringement.

4.1 Delivery dates are approximate. Time shall not be of the essence unless explicitly agreed.

4.2 The Seller shall not be liable for any delay caused by circumstances beyond its control.

4.3 Delivery will be deemed complete when the Goods arrive at the Buyer’s premises or nominated site.

4.4 The Buyer shall inspect the Goods upon delivery and notify the Seller in writing of any defects within 3 working days.

4.5 Where on-site installation, delivery, repair, commissioning, servicing, or maintenance is required, the Buyer shall ensure suitable access, clear working space, and parking. Delays caused by inaccessibility or unsafe conditions shall be at the Buyer’s expense.

5.1 Prices exclude VAT, packaging, and delivery unless otherwise stated.

5.2 Invoices are due immediately unless alternative terms are explicitly stated on the invoice or quotation.

5.3 The Seller reserves the right to:

5.3.1 Require full or part payment before delivery;

5.3.2 Suspend delivery if payment terms are breached;

5.3.3 Charge interest on overdue sums, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, which applies to business-to-business transactions (currently 8% above base rate), unless otherwise agreed.

5.4 Any disputes over invoices must be raised in writing within 5 working days.

5.5 If the Buyer fails to make payment in accordance with the Contract, the Seller reserves the right to suspend or terminate any further supply or services, without liability for any delays or losses incurred as a result.

5.6 No set-off or counterclaim by the Buyer shall entitle them to withhold payment unless agreed in writing.

6.1 Risk passes to the Buyer upon delivery.

6.2 Title remains with the Seller until full payment has been received.

6.3 The Buyer shall hold the Goods as bailee and keep them in good condition until title passes.

6.4 The Seller reserves the right to enter the Buyer’s premises during normal business hours, and will endeavour to do so where practicable, with reasonable notice, to recover any Goods for which title has not passed due to non-payment. The Buyer shall provide the Seller with access and shall not obstruct such recovery.

6.5 The Buyer shall indemnify the Seller against any claims, losses, or liabilities arising from the Seller’s access to the Buyer’s premises for delivery, collection, installation, repair, maintenance, commissioning, or any other service, unless caused by the Seller’s gross negligence or wilful misconduct.

7.1 The Seller warrants that Goods shall be free from material defects for 60 days from delivery. This warranty does not cover natural variations in finish or minor cosmetic discrepancies.

7.2 The Seller’s total liability for any claim arising under this Contract shall be limited to the total amount paid by the Buyer under the Contract.

7.3 The Seller shall not be liable for any indirect, special or consequential loss or damage, including but not limited to loss of profit, loss of business, or loss of goodwill.

7.4 Nothing in this clause excludes liability for death or personal injury due to negligence.

7.5 The Seller is not liable for delays, damages, or losses due to force majeure or breakdowns beyond reasonable control.

7.6 Snags, minor issues, and small defects which do not materially affect the function or use of the Goods shall not constitute a breach of contract and do not entitle the Buyer to withhold payment. Any such issues shall be resolved in good faith through negotiation or mediation.

7.7 Many of the Goods supplied are handmade or involve hand-finishing. While every effort is made to ensure quality and consistency, minor variations in colour, grain, dimensions, or finish may occur. These natural discrepancies do not constitute a defect.

7.8 The Buyer is solely responsible for ensuring that the use, installation, or integration of the Goods and Services complies with all applicable local laws, regulations, planning requirements, and environmental standards.

8.1 The Seller may terminate the Contract without liability if the Buyer becomes insolvent or breaches any material term.

8.2 All outstanding sums shall become immediately due upon termination.

9.1 The Seller shall process Buyer data in accordance with UK GDPR and the Data Protection Act 2018.

9.2 Personal data will be processed fairly, lawfully, and securely for the purpose of fulfilling this Contract and providing aftersales support.

9.3 For full details, refer to our Privacy Policy available on our website.

10.1 The Seller shall not be liable for delays caused by circumstances beyond its reasonable control including strikes, fire, flood, pandemic, breakdowns, or supplier failures.

11.1 Contracts are governed by English law.

11.2 All disputes are subject to the jurisdiction of English courts.

11.3 Notices must be in writing and delivered to the registered address of each party.

11.4 Parties shall attempt mediation before legal proceedings.

11.5 No third party shall acquire rights under this Contract.

11.6 If any clause is deemed invalid, the remainder shall remain enforceable.

11.7 These Terms represent the entire agreement between the parties.

11.8 The Seller reserves the right to subcontract or assign any part of this Contract without the Buyer’s prior consent, provided that it remains liable for the performance of subcontracted obligations.

11.9 Both parties agree to treat as confidential all information disclosed by the other party that is not publicly available, and not to use or disclose such information except as required to fulfil the Contract or by law. This clause shall not limit the Seller’s rights under Clause 3.5 to use information or media for promotional purposes.

11.10 Clauses which by their nature are intended to survive termination, including but not limited to clauses relating to intellectual property, limitation of liability, and confidentiality, shall continue in full force and effect.

11.11 In the event of a breach of this Contract by the Buyer, the Seller shall be entitled to recover all reasonable costs and expenses (including legal fees and third-party debt recovery charges) incurred in enforcing any of its rights under this Contract.