| | STANDARD TERMS AND CONDITIONS OF SALE |
| 1 | General |
| 1.1 | These conditions will apply to any order and to any acceptance of an order No variations or additions shall be effective unless |
| | agreed by the Company in writing, Any terms or conditions in a customers order not agreed by the Company in writing shall |
| | have no effect. |
| 1.2 | Estimates do not constitute contractual offers and remain within 28 days, An offer is not deemed to be accepted without |
| | written confirmation on the company's form of acceptance. |
| 1.3 | Any typographical, clerical or other error or omission in any sales literature, quotation, pricelist, acceptance of other invoices |
| | or other document or information issued by the Company shall be subject to correction without any liability on the part of the |
| | Company. |
| 2 | Customer Returns |
| 2.1 | The customer is legally bound to take the goods comprised in the contract and return of goods will not be accepted without |
| | prior written consent by the Company. In no event will returns or cancellations be accepted on goods made to customers order. |
| 2.2 | The customer will be responsible for the packing and carriage of any goods returned which will remain at the risk of the |
| | customer until actual receipt by The Company, The Company may in any event refuse to accept any goods which have |
| | deteriorated or have been damaged during return. |
| 3 | Risk |
| 3.1 | When carriage is arranged by the Company by its own transport or otherwise delivery shall be deemed to take place at the |
| | moment when possession or control of goods are transferred to the customer or its agent before off loading or otherwise |
| | When carriage is arranged by the customer by its own transport or otherwise delivery shall be deemed to take place when |
| | possession or control of goods are passed by the Company to the carrier or on the fifth day after the Company has given |
| | notice that the goods are available for collection. Whichever shall be the earlier. |
| 3.2 | Risk in respect of goods shall pass upon delivery. |
| 3.3 | The customer shall insure goods against loss or damage in their full invoice price in the joint names of the Company and the |
| | customer form delivery until payment in full has been made |
| 4 | Deliveries |
| 4.1 | Estimated delivery dates (If any) are given in good faith but are not binding unless so confirmed in writing in the Company's |
| | acceptance of an order and in the event time shall not be the essence of the contract. |
| 4.2 | Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the customer. |
| 4.3 | Where the contract provides for delivery by instalments (whether or not on specified dates) and the customer fails to take |
| | delivery of any instalment the Company shall not in any event be bound to make up such instalment according to any informal |
| | or binding schedules, programme or term table. |
| 4.4 | The customer may refuse to take or accept delivery of any consignment on account of any alleged failure shortage or |
| | defect in that or any other delivery. |
| 4.5 | When the customer isto arrange carriage the customer shall ensure |
| | 4.5.1 that delivery takes place as soon as possible after the Company has given notice that a consignment is ready and in |
| | any event within five days of such notice and |
| | 4.5.2 that the vehicle is suitable in all respects to carry the goods involved and the Company reserves the right to withdraw |
| | delivery if in its opinion the vehicle is unsuitable in any respect. |
| 5 | Failure to accept delivery |
| | If the consumer fails to accept delivery by the Company or pick up goods within five days of notice as aforesaid (whichever |
| | may be the case) |
| 5.1 | The Company at its own initiative (and without prejudice to any rights against the customer) or at request of the customer |
| | may store the goods at risk of the customer and the customer shall pay upon demand the reasonable storage costs of the |
| | Company and all other expenses involved including insurance. (at the Company's option) costs of re-delivery loading and |
| | unloading and the goods may be re-invoiced at the rates ruling at the date of actual despatch. |
| 5.2 | The Company may sell the goods at the best price readily obtainable and (all reasonable storage and selling expenses) account |
| | to the customer for the excess over the price under contract or charge the customer for any shortfall below the price under |
| | the contract. |
| 6 | Carriage |
| | Unless otherwise agreed in writing costs of carriage will be borne by the customer and. If arranged ny the Company will be |
| | included in the invoice. |
| 7 | Unloading |
| | The customer shall provide adequate labour and facilities at the delivery point for unloading goods and shall indemnify the |
| | Company against all claims howsoever arising from unloading operations. |
| 8 | Quantities |
| | By the of confirmation orders are accepted on the basis that they constitute an unqualified order for the full quantity unless |
| | otherwise agreed by the Company in writing. |
| 9 | Prices |
| 9.1 | Price lists are subject to alteration at any time and quoted prices are estimates only Unless fixed prices are expressly agreed |
| | in writing by the company in its acceptance of an order the price payable by the customer shall be at the Company's rates |
| | at the time of despatch. |
| 9.2 | The Company may in any event by notice to the customer at any time before delivery increase the price of goods to reflect any |
| | inrease in the costs to the Company which is due to any factor beyond the Company's control (such as without limitation, any |
| | foreign exchange fluctuation Currency regulation, alteration of duties, increase in the cost of labour, materials or other costs of |
| | manufacture) any change in delivery rate, quantities or specification for goods requested by the customer or any delay |
| | caused by any instruction of the customer or failure of the customer to give the Company adequate information or instruction. |
| 9.3 | All quotations are strictly net works and no discounts will be allowed unless in writing. |
| 9.4 | Prices are subject to the addition of VAT at the rate ruling at the date of tax point |
| 9.5 | Prices in currencies other than Pounds Stirling are subject to variation in price based on the exchange rate applicable at the date |
| | of payment. |
| 9.6 | The customer shall pay or reimburse any tax levy or change of whatever nature imposed by the authorities in any foreign |
| | country. |
| 9.7 | A minimum order charge of £28 will be made on orders under that figure. |
| 10 | Payment |
| 10.1 | Payment terms are net cash upon notice that goods are ready for delivery and payment is legally due and owing 48 hours after |
| | service of Invoice. |
| 10.2 | Without prejudice to any other rights of the Company it may charge interest (both before and after judgment) at the rate of 2.5% |
| | per 4 weeks from the date payment date and any payment overdue 30 days and interest shall accrue from day to day |
| 10.3 | Payment shall not be deemed to have been made until payment in cash or cleared funds has been received by the Company |
| 10.4 | The customer shall not be entitled to withhold payment of any sums due to the Company by reason of any disputed claim by the |
| | customer relating to any goods delivered or work. |
| 10.5 | If the customer fails to make payment by the due dates then without prejudice to any other rights of the Company |
| | 10.5.1 the Company shall be entitled to suspend all or any other deliveries or work under that or any other contract with the |
| | customer and in such event the customer shall not in any respect be released from its obligations to the Company under |
| | that or any such other contract |
| | 10.5.2 the Company shall be entitled to treat the relevant contract or any other contract with the customer as having been |
| | unlawful terminated by the customer and to claim damages for breach of contract accordingly. |
| | 10.5.3 the Company shall be entitled to appropriate any payment made by the customer (on any account to such goods under |
| | that or any other contract as the Company may think fair. (notwithstanding any purported appropriation by the customer) |
| 10.6 | Prices are based on work being done during the recognised normal working hours and overtime work shall be charged at the |
| | Company's addition rates applicable at the time. |
| 11 | Title |
| | While any money remains owing by the customer to the Company on any account (whether due for payment or not) |
| 11.1 | Title to all goods shall remain vested in the Company notwithstanding delivery or passing of risk. |
| 11.2 | The Company may recover and re-sell any goods and the customer shall deliver any goods to the Company upon demand the |
| | Company may enter upon any premises of the customer or third party where goods are stored to repossess goods |
| | whether or not they have been affixed to any property and or to examine any goods. |
| 11.3 | The customer shall hold all goods as trustee for the Company stored separately properly and insured and clearly identified as |
| | the company's property. |
| 11.4 | The customers authority to resell goods is not implied and any authority given by the Company is automatically revoked when |
| | any money owing to the company becomes overdue for payment or on the occurrence of any event specified in condition 20. |
| 11.5 | Any resale of goods by the customer will be as agent for the Company and shall be on the condition that the title does not pass |
| | to the purchaser except on the same basis as set out in this condition 11. |
| 11.6 | The customer shall pay the proceeds of any resale of goods including proceeds of any insurance or factoring of debts into a |
| | separate interest bearing bank account for the Company and in the case of tangible or non-monetary proceeds shall keep the |
| | same stored separately, properly protected and insured and clearly identified as the Company's property |
| 11.7 | The customer may not pledge or in any way charge to the way of security for an indebtedness any goods which remain the |
| | property of the company but if the Company does so all monies owing by the customer shall(without prejudice to any other |
| | right or remedy or the Company) forthwith become due and payable. |
| 11.8 | Nothing contained in this clause shall confer any right on the customer to return goods or to refuse or delay payment. |
| 12 | Acceptance |
| | The customer will be deemed to have received inspected and accepted goods as satisfactory and complete in all respects |
| | unless written notice of any alleged non delivery shortage or defect is given to the Company (a) in the case of alleged under |
| | delivery shortage or damage goods within 3 days from delivery and (b) in the case of alleged defects forthwith upon the same |
| | becoming apparent and in any event within 7 days from delivery or (if the defect is covered by guarantee within the periods |
| | specified in the guarantee (see conditions 14.1) |
| 13 | Complaints |
| 13.1 | The Company shall be given every facility to examine at the delivery address goods the subject of any complaint and to take to |
| | the company's premises. |
| 13.2 | (If requested by the Company the customer at his risk will return to the Company carriage paid goods the subject of complaint. |
| | The Company will be under no obligation whatsoever in respect of goods which have deteriorated or been damaged during |
| | return transit. |
| 13.3 | In no event will the Company be liable in respect of goods |
| | 13.3.1 which are used for any other purpose other than that for which supplied. |
| | 13.2.2 which have been damaged or altered in any manner after delivery |
| | 13.3.3 which have been rendered defective by lack of maintenance in accordance with recommendations or instruction in the |
| | operating handbook or by unfair improper usage. |
| 13.4 | Subject to the receipt of due notice under condition 12 the Company may at its option either replace or make up or repair free of |
| | charge any goods for which the Company accepts responsibility as being incomplete or defective or may refund the price or |
| | give credit therefore. |
| 14 | Specification Warranties and Liability |
| 14.1 | Subject to conditions 12 and 13 Company warrants goods supplied by KC Handling in accordance with the terms of the |
| | company's form of guarantee in force from time to time. Provide always that the warranty does not extend to and the |
| | Company shall not be liable for goods or parts manufactured by a third party. |
| 14.2 | The customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including all applicable |
| | drawings and specifications) submitted by the customer and for giving the Company all necessary information relating to goods |
| | within a sufficient time to enable the Company to perform the contract in accordance with its terms. |
| 14.3 | The Company reserves the right to make any changes in the specification of goods without notice. |
| 14.4 | So far and to the fullest extent permitted by law all conditions and warranties express or implied and whether arising by statute |
| | customer of the trade or at common law are excluded and the company shall not be liable for loss or profit injury damaged or |
| | any consequential or special loss or damage sustained by the customer however arising and not in no event shall the |
| | Company's liability exceed the contract price. |
| 14.5 | Any advice or recommendation given by the Company or its employees or agents to the customer or its employees or agents as |
| | to the storage, application or use of goods which not confirmed in writing by the Company is followed or acted upon entirely by |
| | the customers own risk. And accordingly the Company shall not be liable for any such advice or recommendations which is not |
| | confirmed. |
| 15 | Intellectual Property and Tooling |
| | The property in all design rights copyright trade secrets and all confidential information in respect of all drawings, prints |
| | technical specifications, including all subsequent modifications and adaptations prepared. Manufactured or supplied by the |
| | Company shall vest in and remain the property of the Company and the customer undertakes that it will not |
| | disclose to any other person or use the same other than for the purpose of the contract and it will at the request of the |
| | Company at any time immediately deliver the same to the Company together with all copies thereof in its possession or control. |
| 15.2 | The customer shall indemnify the Company against all loss or damage to the Company's tangible property which is at any time in |
| | the customers possession or control. |
| 16 | Safety of Goods |
| 16.1 | The customer shall forthwith provide the Company with all information relating to any defects or safety hazard in goods of |
| | which is has or of which it ought reasonably to have become aware. |
| 16.2 | The customer shall provide any person who uses or may use goods with any information (including instructions) provided by |
| | the Company which effects or may effect the safe use of goods and shall comply with all reasonable requirements of the |
| | Company to ensure the safety of the goods or of any such person. |
| 17 | Customer Special Requirements |
| | So far and to the fullest extent permitted by law the Company shall not be responsible or liable in any respect for goods |
| | produced in accordance with a customer specification and the customer will indemnify the Company from and against all |
| | liability actions proceedings costs claims demands damage expenses loss or injury in respect thereof howsoever arising. |
| 18 | Indemnity |
| | So far and to the fullest extent permitted by law the customer shall indemnify Company from and against all liability loss |
| | damage injury costs expenses claims and demands arising from cause other than negligence or breach of contract by the |
| | Company and in particular without prejudice to the generality of the forgoing from alleged infringement of patent, registered |
| | design or other industrial or commercial property rights. |
| 19 | Force Majeure |
| | The Company shall not be liable to the customer or be deemed to be in breach of contract by reason of any delay in delivery or |
| | any in performing of any failure to perform any of the Company's obligations If the delay or failure was due to any cause beyond |
| | the Company's reasonable control without prejudice to the generality of the forgoing, the following shall be regarded as causes |
| | beyond the Company's reasonable control Act of God explosion Flood tempest, fire or accident war or threat of war sabotage |
| | insurrection, Civil disturbance or requisition, acts restrictions, regulations bye-laws prohibitions or measure of any kind on the |
| | part of any Government parliamental or Local authority import or export regulations or embargos,strikes lockouts or other |
| | Industrial actions or trade dispute. (whether involving employees of the Company or of third party) difficulties in obtaining |
| | raw materials, labour fuel, parts or machinery power failure or breakdown in machinery. |
| 20 | Terminations |
| | Without prejudice to any other rights of the Company it may without liability terminate a contract or suspend deliveries and work |
| 20.1 | If the customer shall commit any breach of this or any other contract with the Company including failure to make any payments |
| | on the due dates. |
| 20.2 | If being an individual the customer shall due or have receiving order made against him or commit any act of bankruptcy or |
| | become insolvent. |
| 20.3 | If being a company the customer shall call any meetings of its creditors or have a receiver or administrator of all or any of its |
| | assets appointed or enter into liquidation or become subject to a winding up order of the court |
| 20.4 | If the customer compounds with or negotiates for any composition with its creditors or permits any judgement against it to |
| | remain unsatisfied for 14 days. |
| 20.5 | If any distress execution or other legal process shall be levied upon the customer. |
| 20.6 | If the customer ceases or threatens to cease to carry on business. |
| 20.7 | If the Company reasonably considers that any of the events mentioned above occur and notifies the customer accordingly |
| 21 | Sub Contractors |
| | The Company reserves the right to sub-contract all or any part of the job. |
| 22 | Severance |
| | These conditions are considered to be reasonable in the circumstances and the trade, Any avoidance or restriction or limitation |
| | upon them or their effect by statute shall be limited to the condition or part of the condition and the issue to which it |
| | specifically relates and applies If any condition or part of a condition or limitation of liability is found to be invalid and would be |
| | valid if modified by extension of time or otherwise it shall at the option of the Company take effect with such notification or |
| | amendment as may be necessary to make it valid and effective. If the Company as its discretion decides that the effect of any |
| | such avoidance or limitation is to defect the original intention of the parties the Company may without liability terminate the |
| | contract. |
| 23 | Jurisdiction |
| | The contract between the Company and the customer shall be deemed to have been made in England and shall be governed in |
| | all respects by English law The customer shall submit to the jurisdiction of English courts Provided that the Company at its |
| | option may bring any legal proceedings against the customer in the courts of any other country. |
| 24 | Waiver |
| | No indulgence granted or delay permitted by the Company shall constitute any bar to its enforcement of its rights at any time |
| | and no waiver in respect of any breach shall operate as in respect of any other subsequent breach. |
| 25 | Notices |
| 25.1 | Any notice (including without limitation invoices or other documents) may be sent by post, email or facsimile or delivered to the |
| | Company at its registered office or to the customer at any address which it may have used on correspondence with the |
| | Company or (If the customer is a company) at its registered office or may be served personally on the Director or the Secretary |
| | of the customer. |
| 25.2 | A notice by first class post shall be deemed served on the next day after posting. |
| 25.3 | A notice by e-mail or facsimile shall be deemed served at the time of sending. |
