TERMS AND CONDITIONS OF SALE OF KK BALERS LTD
These terms and conditions where the context so admits:-
1.1 The “Company” shall mean not only the selling or supplying company whose name is set out overleaf and on whose behalf these Terms and Conditions have been printed but shall also if and to the extent appropriate be deemed to include any subsidiary, co-subsidiary holding or associated company of or successor in title to such company.
1.2 The “Purchaser” shall mean any person, form, corporation or other entity entering into a contract to purchase goods from the Company including if and to the extent appropriate any successors in title to any such entities.
1.3 The “Goods” shall mean only goods sold or supplied pursuant to the Terms and Conditions but shall also if and to the extent appropriate be deemed to include any incidental service which the company has agreed to provide to the Purchaser.
1.4 “These Conditions” shall mean the Terms and Conditions here set out.
1.5 Headings are for reference purposes only
- TERMS OF CONTRACT
2.1 All contracts between the Company and the Purchaser for the sale and supply of any Goods by the Company shall be on These Conditions and the acceptance by the Company of any order from the Purchaser shall be deemed to incorporate These Conditions.
2.2 No other terms or conditions whatsoever shall have any force or effect nor shall any purported variations of These Conditions be binding upon or have any effect on the Company save in the latter case if and to the extent specifically agreed in writing and signed by a duly authorised officer of the Company or if and to the extent that any dispute arises hereunder and the Company in its absolute discretion decides to accept any such purported variation.
- FORMATION OF CONTRACT
3.1 Quotations given by the Company are not offers capable of acceptance by the Purchaser. There shall be no binding contract until written acceptance has been given by the Company of the Purchaser’s order and such order shall only become effective and a contract for sale and purchase come into effect on the basis that these Conditions are accepted by the Purchaser and shall override any terms and conditions stipulated incorporated or referred to by the Purchaser in the order or in any negotiations.
- DESCRIPTION OF GOODS
4.1 Except where the Company and the Purchaser have otherwise expressly agreed in writing the sale shall not be a sale by sample and samples submitted and descriptions, illustrations or forecasts in trade literature, catalogues or brochures or otherwise howsoever shall be taken as showing type, class or general character only and not as importing terms and warranties as to substance, performance, colour, quality or dimension and the failure to conform with such samples, descriptions or illustrations shall not constitute any breach of contract on the part of the Company.
5.1 Prices are generally quoted exclusive of delivery to Purchaser’s United Kingdom address/overseas unless otherwise stated.
5.2 All prices are exclusive of Value Added Tax and any other government duty or tax applicable.
5.3.1 Prices quoted are those prevailing at the time of quotation or if higher than at the time of contract and are subject to increases consistent with the Company’s prevailing prices at the date of despatch of the Goods to the Purchaser.
5.3.2 The Company will inform the Purchaser of any such price increases prior to despatch of the Goods and the Purchaser shall be deemed to have agreed such increases unless within three working days it otherwise notifies the Company in writing whereupon the Company may at its absolute discretion either:-
(a) Despatch the goods or any of them at original prices which the Purchaser shall thereupon become liable to pay or
(b) Cancel the order and terminate the contract whereupon the Company shall have no further obligation or liability to the Purchaser in respect thereof
(c) Any extra cost incurred by the Company on account of delays, interruptions, variations or suspension of work due to act or default on the part of the Purchaser shall be added to the contract price.
6.1 Any delivery dates given shall mean ex-factory and shall if measured in time, date of despatch of Company’s acceptance of Purchaser’s order of from receipt by the Company of all necessary information to enable the Company to carry out work whichever is the latter.
6.2 Unless specifically agreed in writing by the Company to the contrary all delivery dates are estimated only and whilst every reasonable effort will be made to keep quoted delivery dates the Company shall be under no obligation whatsoever if for any reason delivery is delayed. The Purchaser shall not be entitled to cancel orders solely on grounds that delivery has been delayed.
6.3 If the Purchaser is unwilling or unable to accept delivery on the date when it falls due the Company shall have the right in addition to any other rights granted by these Conditions to make a storage charge for Goods not so delivered and also recover from the Purchaser all transport and handling costs in addition to invoicing the Purchaser for the Goods.
7.1 Unless otherwise expressly agreed, terms for payment on capital goods are cash upon receipt of invoice. Consumables/service etc., nett 30 days. Goods will be invoiced either when they are despatched by the Company or if completed and ready for despatch at the agreed date for despatch whichever is earlier.
7.2 Non-payment on or before the due date (time being of the essence) shall entitle the Company without prejudice to any other rights to:
(i) suspend any further deliveries of Goods whether under this contract or any other
(ii) require payment immediately of all outstanding invoices whether in respect of this contract or any other
(iii) reposses the Goods (the Purchaser granting the Company all necessary access) and
(iv) receive interest at the rate of 4 percent above HSBC base rate for the time being on the unpaid balance whether before or after any judgment
(v) in addition to the amount due under your agreement any legal costs we incur as a result of a breach (non payment) will be payable by you the customer.
8.1 The Purchaser shall be liable for all risks to Goods supplied from the time of delivery to the Purchaser notwithstanding that title to the Goods has not passed by virtue of condition nine. The Purchaser should therefore insure the Goods against the usual risks.
9.1 Goods sold will remain the property of the Company until all sums due to the Company from the Purchaser whether in respect of the Goods or otherwise are paid to the Company. In the event of any default by the Purchaser in payments of any such sum the Company shall be entitled to retain or regain possession of the Goods.
9.2 Notwithstanding 9.1 above the Purchaser shall be free to sell any Goods in the ordinary course of its business so as to pass good title to any third party provided always that claims for proceeds from such resale shall be deemed to be assigned to the Company and proceeds from such re-sale received by the Purchaser shall be held by the Purchaser on trust for the Company to the extent necessary to effect full payment to the Company and the Purchaser shall be required by the Company immediately upon such resale notify the Company with full details of such resale.
9.3 The Company shall be entitled to notify the ultimate Purchaser that such resale price is to be paid direct to the Company and the Purchaser hereby appoints the Company as its agent to collect or if the Company so chooses the Purchaser shall be deemed to have assigned to the Company its rights to payment of such resale price or the appropriate part thereof and in either case the Purchaser hereby appoints the Company or whoever the Company may decide to act as attorney for and in the name of the Purchaser to do all things and sign all papers and execute such deeds as are necessary or requisite to give effect to the foregoing.
9.4 Until the full purchase price has been paid Goods remaining in the Purchaser’s possession and the proceeds of sale thereof shall be held by the Purchaser on trust for the Company which shall be entitled to terminate such trust at any time without notice and the Purchaser hereby grants the Company irrevocable license to enter upon the Purchaser’s premises to recover the whole or any part of the Goods which in the meantime shall be stored separately from other goods and in such a way as to clearly identify them as the Company’s property.
9.5 Recovery by the Company of the Goods or receipt of the proceeds of resale pursuant to these conditions shall be without prejudice to the right of the Company to take other action against the Purchaser for the recovery of sums due to it to the extent that the Goods recovered or proceeds of resale received do not have sufficient value to cover the sums to the Company and any costs and expenses incurred.
- SHORTAGES, DAMAGE AND NON-DELIVERY
10.1 The Purchaser shall advise the carrier at the time of delivery by note on the delivery note and the Company within two working days of delivery shortages, deficiencies or damage to Goods specifying the shortage or damage. In no case will the Purchaser be entitled to reject the goods on the grounds of shortage alone.
10.2 The Company shall not be liable for non-delivery of the whole consignment unless the Purchaser notifies the Company of such within 10 days of despatch of the company’s invoice or other notification of despatch of Goods to the Purchaser.
10.3 Where Goods have been consigned to an outside carrier the Purchaser shall comply in all respects with the carrier’s conditions for notifying claims.
10.4 Goods which are the subject of a complaint shall be subject always to the Purchaser having complied with the provisions of Clause 10.1 above (in default of which the Purchaser shall have no claim or remedy whatsoever) and be returned to the Company forthwith and must be accompanied by full details of the complaint.
10.5 The Company will not accept liaibility for claims unless the Purchaser complies with the terms of these conditions.
- TERMINATION AND SUSPENSION
The Company reserves the right by written notice to suspend or cancel any order or contract or part thereof:
11.1 it so deems reasonable because of reasons beyond the Company’s reasonable control including but not limited to strikes, lockouts, accidents, breakdown of plant or machinery or shortage or unavailability of raw materials or components (imported or otherwise) from normal sources or routes of supply.
11,2 in the event of failure by the Purchaser to comply with any of its obligations under the contract or any other contract between the Purchaser and the Company.
11.3 if the Company is reasonably of the opinion that the Purchaser may not be in a position to meet its commitments to the Company or (being a limited company) goes into liquidation other than a voluntary liquidation for the purposes of amalgamation or reconstruction only or has a receiver appointed of its undertaking or assets or a substantial part thereof or if any distress or execution is levied over its assets or if any offer of composition with creditors is made by the Purchaser.
11.4 any such suspension or termination of the contract by the Company shall be without prejudice to any other rights which the Company may have against the Purchaser.
- HEALTH AND HYGIENE
12.1 It is the Purchaser’s responsibility to ensure that the use of the Goods supplied under the contract will not give rise to any danger to health nor to any breach of any legislation or statutory or government regulation relating to health and/or hygiene.
- LIABILITY FOR DEFECTIVE GOODS
13.1 if any Goods supplied by the Company under this contract are found to be defective due to faulty materials supplied by the Company and/or workmanship by the Company, the Company’s liability shall be limited at its option to giving credit for such goods or replacing subject to the remaining provisions of this condition thirteen.
13.2 Written notice of every claim must be given to the Company in accordance with the provisions of clause ten above.
13.3 No liability shall attach to the Company where damage has occurred after delivery of Goods.
13.4 In the case of goods supplied by but not manufactured by the Company the Company’s sole responsibility shall be to give the Purchaser the same warranty as given by the manufacturer to the Company which shall not be required to bear any liability or expense greater than the amount actually recovered from the manufacturer.
13.5 So far as permitted by Law the Company’s liability shall be in lieu of any other warranty or condition express or implied and statutory or otherwise and in no event shall the Company be liable for the Purchaser’s or any other party’s loss of profits, increased cost of working or any consequential loss.
The Company reserves the right to refuse purported cancellation of any order or contract and to demand full payment of the price for the same although the Company may at its sole discretion accept any cancellation upon such terms as it thinks fit with a standard 15% re-stocking fee.
The Company reserves the right to sub-contract the whole or any part of the contract but the Purchaser may not do so without prior written consent of the Company.
All notices relating to Goods supplied under these conditions shall be in writing and delivered to the addressee at its address shown in the contract or its last known business address as subsequently notified to the sender.
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- PROPER LAW
This contract shall in all respects be constructed and will operate as an English Contract in conformity with English Law and the parties hereto submit to the jurisdiction of the English Courts. The interpretation of the English edition shall prevail over any translation. If any part of these conditions is held by any Court or Tribunal to be unenforceable or void this shall not affect the remainder of this contract which shall continue in full force and effect.