Conditions of Sale:
“Buyer” The party to
whom goods are invoiced (and/or the party to whom or for whose benefit the goods
“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
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
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.
seller reserves the right to deliver in more than one shipment at its
discretion. Each delivery shall constitute a separate contract.
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
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.
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.
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.
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.
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
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.
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.
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
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.
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
defective goods must be returned to the seller, transportation charges being
prepaid by the buyer.
seller shall be under no other liability of whatsoever kind arising out of the
supply of the goods.
6. FORCE MAJEURE
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
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.
the buyer requests items to be supplied with release certificates the seller
reserves the right to make an extra charge for providing such certificates.
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.
buyer amends a delivery schedule, the seller reserves the right to amend the
price in accordance with the new schedule quantities.
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
may only be cancelled or rescheduled if a corresponding cancellation or
reschedule can be agreed with the manufacturer.
that are not normally stocked or are in a quantity greater than a reasonable
Kestronics stock quantity are non-cancellable.
9. RETURNED GOODS (Save
goods may be returned to the seller without the prior written consent of the
Returned goods must be in the same condition as when sold with packaging and
labels unmarked and undamaged.
costs of returning goods must be borne by the buyer.
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
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.
Scheduled orders are accepted with the same minimum and packing quantity
stipulations as in Clause 10a).
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.
seller reserves the right to sub-contract any part of the work or supply of the
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
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.
Although every effort has been made to ensure the data provided is accurate, no
responsibility can be accepted for errors or omissions.
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.
All prices quoted are exclusive of
17. SHORTAGES AND INCORRECT
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.
Incorrectly supplied goods should be returned to the seller in the same
condition as when sold with the packaging and labels unmarked and undamaged.
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
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.
seller makes no representation(s) as to the fitness for any particular purpose
of the goods unless specifically agreed in writing by the seller.
seller gives no warranty in respect of the future availability of identical
goods already sold to the buyer.
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.
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
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.
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
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
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.
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).