Kestronics Limited                Conditions of Sale:

“Buyer”                                   The party to whom goods are invoiced (and/or the party to whom or for whose benefit the goods are delivered).

“Seller”                                   Kestronics Limited.

“Manufacturer”                         The party from whom the goods are purchased by Kestronics for resale to the buyer.

“Ex-works”                              The Kestronics premises from where the goods are despatched.

1. ACCEPTANCE

a)         These conditions shall prevail over any conditions contained in the buyer’s purchase order or elsewhere. Any item or condition not included in these conditions shall be invalid unless it has been agreed in writing by the seller

2. DELIVERY

a)         Unless otherwise agreed delivery will be ex-works with carriage and packing being charged extra. For orders accepted with carriage paid conditions, the transportation method is normal letter/parcel post or standard 3 day road transport with the carrier of our choice. The costs of any other transportation method requested by the buyer will be chargeable to the buyer in full.

b)         The seller reserves the right to deliver in more than one shipment at its discretion. Each delivery shall constitute a separate contract.

c)         Notwithstanding the provisions of clause 4, the goods, if supplied against ex-works terms, shall be at the buyers risk from the time of despatch. For delivery terms inclusive of delivery costs, the goods shall be at the buyers risk upon delivery by the carrier to the buyer.

d)         The seller will make every effort to deliver the goods within the delivery period acknowledged. The seller accepts no liability in the event of failure to meet a delivery date and any such failures shall not prejudice any contract.

e)         If the buyer fails to accept delivery of all or part of the goods ordered, the seller may arrange to store the undelivered goods at the risk and cost, including insurance, of the buyer.

3. PAYMENT

a)         For buyers with a monthly account facility and unless otherwise agreed in writing, payment for components must be made within 30 days from the end of the month of invoice (net monthly). Payment for equipment, software and maintenance must be made within 30 days from the date of invoice (net 30 days). Time shall be of the essence regarding payments.

b)         The seller reserves the right to suspend all deliveries and amend payment terms where payment is not received in accordance with the agreed terms and shall be entitled to charge a reasonable amount of interest on any outstanding amount. The seller reserves the right to withdraw credit terms and substitute cash with order or cash on delivery terms, which may also be held, to apply to orders already received and acknowledged.

c)         New customers may be asked to pay on a cash with order basis or by credit card until a credit account has been opened for them. For this, three trade references will normally be required.

4.TRANSFER OF PROPERTY

a)         The property of the goods shall remain in the seller and the beneficial ownership of all products into which the goods are incorporated shall belong to the seller until the buyer has paid in full for such goods and all other sums due from the buyer to the seller on any account whatsoever.

b)         If the buyer shall make default in payment on the due date of any sum due to the seller, the seller may take possession of the goods and any products into which the goods have been incorporated. The seller and/or its agents shall be entitled to enter upon any land or building in which the goods may be situated and remove them. All resulting costs incurred by the seller and/or its agent shall be borne by the buyer. The buyer shall hold on trust for the seller the benefit of any sale of the goods or any products into which they are incorporated until full payment of any sums due from the buyer is made to the seller.

5.GENERAL LIABILITY

a)         The seller will replace or issue a credit for any goods found to be defective provided that the seller is notified in writing within 7 days of discovery of such defects.

b)         Clause 5a) only applies to goods, which have been found to be defective within the guarantee period granted by the manufacturer. In all cases, the seller will first verify by it’s own examination of the goods that the goods are defective or if necessary, following examination by the manufacturer.

c)         Goods returned under Clause 5a) and found upon examination not to be defective, or found to be damaged or misused by the buyer, will be returned to the buyer. The cost of return shipment and any testing and other costs must be borne by the buyer.

d)         The defective goods must be returned to the seller, transportation charges being prepaid by the buyer.

e)         The seller shall be under no other liability of whatsoever kind arising out of the supply of the goods.

6. FORCE MAJEURE

a)         The seller shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under any contract due to any cause of whatever nature outside reasonable control of the seller including but not limited to civil commotions, strikes, lockouts, war, fire, accidents and causes arising from the acts and omissions of the buyer.

7. PRICE VARIATIONS

a)         The seller reserves the right without notice to alter the price of goods due to circumstances beyond the sellers control and to correct errors and omissions.

b)         Where the buyer requests items to be supplied with release certificates the seller reserves the right to make an extra charge for providing such certificates.

c)         Where goods are supplied from an overseas source the price may be adjusted to reflect any variation in the rate of exchange or any other matter, which increases the cost of importation.   

d)         If the buyer amends a delivery schedule, the seller reserves the right to amend the price in accordance with the new schedule quantities.

8.CANCELLATION/AMENDMENTS OF ORDERS

a)         No cancellation or amendment of any order will be considered unless received by the seller in writing at least 30 days before the delivery date notified by the buyer.

b)         Orders may only be cancelled or rescheduled if a corresponding cancellation or reschedule can be agreed with the manufacturer.

c)         Goods that are not normally stocked or are in a quantity greater than a reasonable Kestronics stock quantity are non-cancellable.

9. RETURNED GOODS (Save under 5a)

a)         No goods may be returned to the seller without the prior written consent of the seller.

b)         Returned goods must be in the same condition as when sold with packaging and labels unmarked and undamaged.

c)         All costs of returning goods must be borne by the buyer.

d)         Where incorrectly ordered or surplus goods are accepted for return by seller, a restocking charge of 15% of the original invoice value may be levied. Goods will only be accepted if in a condition suitable for resale.

10. MINIMUM AND SCHEDULED ORDERS

a)         Orders are supplied in multiples of the packaging quantity and in minimum standard quantity unless agreed otherwise. The minimum order value is £25.00, which may be waived at the seller’s discretion.

b)          Scheduled orders are accepted with the same minimum and packing quantity stipulations as in Clause 10a).

11.TELEPHONED ORDERS

a)         Orders will be accepted by telephone only if an official order number is quoted by the buyer. All such orders must be confirmed by post or fax and be clearly marked “CONFIRMATION” otherwise the seller cannot accept liability for any duplication of delivery that may occur.

12.SUB-CONTRACT

a)         The seller reserves the right to sub-contract any part of the work or supply of the goods

13. QUOTATIONS

a)         All quotations and offers are valid for 30 days unless stated otherwise and subject to the sellers written confirmation of acceptance. The right is reserved to withdraw any quotation and no liability whatsoever shall be incurred by such withdrawal.

14. LAW

a)         These conditions shall be construed in conformity with English law. Failure to enforce any particular clause is not to be taken as a waiver of any other clause.

15. DISCLAIMER

a)         Although every effort has been made to ensure the data provided is accurate, no responsibility can be accepted for errors or omissions.

b)         The seller shall be under no liability by reason of the misrepresentation Act 1967 to the extent that any court or arbitrator may allow reliance on this provision as being fair and reasonable.

16. VAT

a)         All prices quoted are exclusive of VAT.

17. SHORTAGES AND INCORRECT GOODS

a)         Any shortages or incorrect goods must be notified to ourselves within three days of receipt of goods or in cases of non-delivery, within seven days of receipt of invoice, otherwise no liability can be accepted.

b)         Incorrectly supplied goods should be returned to the seller in the same condition as when sold with the packaging and labels unmarked and undamaged.

c)         In the case of alleged damage to the goods during transit, the buyer must give a written notice to the seller and carrier within 3 days of receipt. The nature and extent of the damage must be recorded and packing materials retained for examination. Failure to follow this procedure may invalidate any claim by the buyer.

18. WARRANTY

a)         In the ordinary course of business the seller is a distributor that purchases goods from manufacturers and generally makes no alterations to the goods before resale to the buyer. In so far as it is practicable, the seller maintains the integrity of and sells the goods in the manufacturers packaging. In all cases, the buyer has knowledge of the origin of the goods it orders and all orders are placed in that knowledge and at the specific request of the buyer.

b)         The seller makes no representation(s) as to the fitness for any particular purpose of the goods unless specifically agreed in writing by the seller.

c)         The seller gives no warranty in respect of the future availability of identical goods already sold to the buyer.

d)         These warranties are not assignable and accordingly the seller will not accept warranty returns directly or indirectly from the buyer’s own customers or from the users of the buyers goods.

e)         The seller will provide to the buyer only the same warranty protection in relation to defects in the goods as the seller receives from the manufacturer.

19. PATENT RIGHTS

a)         The sale of the goods by the seller and the publication of any information or technical data relating thereto does not imply freedom from patent, copyright, registered design or other industrial or intellectual property rights in respect of any particular application of goods.

b)         Nothing in this claim shall operate to the prejudice of the statutory undertakings as to title etc. contained in Section 12 of the Sale of Goods Act 1979.

20. BREACH OF FINANCIAL CONDITIONS & TERMINATION

a)         If any of the buyer’s obligations to the seller are not fulfilled or if the buyer’s financial condition at any time does not, in the sellers unfettered judgment, justify continuance of the contract on the terms of payment specified, the seller may, without prejudice to any other rights it may have, cancel any outstanding order or suspend any deliveries or manufacture of any of the goods unless the buyer makes such payment for any goods ordered as the seller may require.

b)         If the buyer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or has a receiver or an administrative receiver appointed to the whole or any part of it’s assets or if an order shall be made or a resolution passed for winding up the buyer unless such order or resolution is part of a scheme of reconstruction of the buyer or is unable to pay it’s debts as they fall due, the seller may without prejudice to any rights which may have accrued or which may accrue to it under these conditions or otherwise, terminate the contract summarily by notice in writing.

c)         If any order and/or contract is so called cancelled, suspended or terminated by the seller or if any order is cancelled or suspended by the buyer, the buyer shall indemnify the seller on demand against any losses (including loss of profit), costs (including costs of all labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and/or contract cancellation, suspension or termination thereof (the seller giving credit for the value of any such materials, sold or utilized for any other purposes).