1. Definitions
"Buyer" means the person who buys or agrees to buy the goods from the Seller.
"Conditions" means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
"Goods" means the articles which the Buyer agrees to buy from the Seller.
"Price" means the price for the Goods, excluding any carriage, packaging and insurance costs.
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know how methodology and all other forms of intellectual property enforceable wherever in the world as applicable.
"Seller" means Paul Whittaker trading as Krostex, 53 Newbold Village, Chesterfield, Derbyshire. S41 8RJ. United Kingdom.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer's standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price
3.1 Prices are subject to alteration without prior notice and the Price ruling at the date of despatch of Goods will be the contract Price.
3.2 Unless otherwise agreed the cost of delivery to any destination will be paid by the Buyer for all orders.
3.3 There will be minimum invoice and line item values, which may be varied by us from time to time.
4. Payment
4.1 In cases where credit is not offered, payment will be required before release of Goods by the Seller.
4.2 Credit terms may be offered, subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
4.3 Where credit is offered, payment of the Price and any other applicable costs shall be due not later than the twenty-eighth day of the month next following that in which the Goods are invoiced by the Seller, unless otherwise agreed in writing.
4.4 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 3 per cent per annum above the base rate of the Co-operative Bank.
4.5 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:
4.5.1 require payment in advance of delivery in relation to any Goods not previously delivered.
4.5.2 refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery.
4.6 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
4.7 Goods will be invoiced when ready for despatch.
4.8 When Goods are to be delivered in instalments, each instalment will rank as a separate contract and payment is to be made accordingly. A defect in any delivery instalment shall not entitle the Buyer to suspend, reduce or refuse to make payment in respect of any instalment.
5. Description
5.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
6. Guarantee, Extent Of Liability
6.1 We guarantee Goods of our own manufacture against defective workmanship and materials for a period of 12 months from the date of delivery. We will at our option repair or replace free of charge or refund the net invoiced Price (less allowance for any scrap value) in respect of any such Goods which are shown to have been so defective (provided always that the Goods have not been subject to undue wear and tear, accident, alteration or misuse).
6.2 The Buyer shall ensure that the Goods are in accordance with specification prior to use. The Buyer shall have no claim in respect of defects unless a written complaint is sent to us as soon as the defect is noticed and no use or alteration is made of the Goods thereafter by the Buyer before we are given an opportunity to inspect the Goods.
6.3 Any Goods or parts not of our own manufacture incorporated in our Goods or merchanted by us are not guaranteed by us but carry only any guarantee given by their maker.
6.4 The Buyer is solely responsible for ensuring that Goods bought from us are fit for any particular purpose and no warranty or condition of fitness for any particular purpose is given or is to be implied in these Conditions.
6.5 We shall not be liable for any claim or claims for indirect, consequential or incidental loss or damage made by the Buyer against us, whether in contract or in sort arising out of or in connection with any defect in the Goods or any other act or omission of us in the performance of the contract.
6.6 The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract Price.
7. Delivery Of The Goods
7.1 Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods.
7.2 The Seller undertakes to use it's reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
7.5 We will arrange delivery of the Goods within the UK by any means at our discretion unless the Buyer otherwise requires. Overseas delivery methods will be agreed between the Seller and the Buyer prior to despatch.
7.6 The risk in the Goods will pass to the Buyer when they are all off-loaded at their destination if we are the carrier, and on leaving our premises if not.
7.7 Without accepting any liability for our failure in any case to do so we will pursue for the benefit of the Buyer any claim for damage to or short delivery or loss of Goods in transit provided that we and the carrier are notified in writing of the claim within 14 days after the date of the advice note or other despatch notification in the case of a complete loss and within 5 days after delivery in the case of damage or short delivery and in the latter case also that on delivery the Goods have been signed for unexamined or the damage or short delivery has been recorded on the carrier's delivery documentation.
8. Returns
8.1 We are committed to providing customers with the highest quality products and service. If, for whatever reason you decide to return Goods that have been correctly supplied by us, these Goods must be returned to us in original condition by you and at your cost, with a photocopy of the orginal invoice included and an explanation for the return. Whereupon a full credit to the value of the Goods only, will be issued. If on the rare occasion, products are found to be faulty, defective or incorrectly supplied against your order, the Buyer should advise the Seller whereupon reasonable return carriage costs will be agreed. If we have arranged for a courier collection of your product, we are unable to specify the collection time, and it is your responsibility to ensure that someone will be present when the courier arrives at the collection address.
8.2 We accept returns up to 30 days from the purchase date.
8.3 Any Goods that have been ordered in or manufactured specially against your instruction are unlikely to be accepted for credit. In the event that we do accept these Goods for return a handling charge of 40% of the Price will apply and possibly carriage charges to cover the cost of return to our supplier.
9. Acceptance Of The Goods
9.1 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
9.2 The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
9.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods, after the 30 day return timescale has passed, which are not in accordance with the contract.
10. Title And Risk
10.1 Risk shall pass on delivery of the Goods to the Buyer's address.
10.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
10.3 Until title passes, the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
10.4 The Seller may at any time before title passes and without any liability to the Buyer:
10.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer's right to use, sell or otherwise deal in them; and
10.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
10.5 The Seller may maintain an action for the Price of any Goods notwithstanding that title in them has not passed to the Buyer.
11. Carriage Of Goods
11.1 Unless agreed in writing, carriage will be chargeable on all sales under £1000. This will be at a rate decided by the Seller.
12. Specifications
12.1 The Seller reserves the right to vary at any time of giving reasonable notice the specifications (including materials and construction) and design of Goods, and to supply Goods as so varied in performance of any order.
12.2 Descriptions and illustrations of Goods in our publicity material price lists and the like, are approximate and for general guidance only. Neither they nor any representations made by any of the Seller's employees or agents form part of any contract between the Seller and the Buyer.
13. Confidentiality
13.1 All drawings, designs, specifications and the like which we supply in connection with a quotation or order remain our property and are confidential. They must not be disclosed to any third party without our written permission.
13.2 We recognise the need for the confidentiality of customer's drawings, designs, specifications and the like and will preserve the same during the works process.
13.3 We reserve the right to keep confidential the identity of any sub-contractor where we deem it appropriate.
14. Intellectual Property Rights
14.1 All Intellectual Property Rights produced from or arising as a result of the performance of this agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
15. Health And Safety
15.1 The Buyer will ensure that all information supplied by us on the use of Goods (including information of the conditions necessary to secure that use is safe and without risk to health) will be available to and will be applied by the Buyer, his employees, agents, customers and contractors.
16. Force Majeure
16.1 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on it's part, terminate the contract.
17. Relationship Of Parties
17.1 Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
18. Assignment And Sub-Contracting
18.1 The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
19. Waiver
19.1 The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.
20. Severability
20.1 If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
21. Governing Law And Jurisdiction
21.1 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Contact Address
Krostex Components,
53, Newbold Village,
Chesterfield,
Derbyshire.S41 8RJ.
United Kingdom.
Krostex Components Terms And Conditions Revision 2.3 2016-04-16
