1. General
1.1 In these conditions “We”, “Our” or “Us” means Kenray Forming Limited and “You” or “Your” means any person(s), firm or company that purchases goods from Us. “Contract” means any agreement between Us and You for the sale and purchase of goods (incorporating these conditions).
1.2 All Contracts will be on these conditions to the exclusion of all other terms (including any terms You purport to apply under any purchase order, confirmation of order, specification or other document).
1.3 No variation of these conditions or representations about the goods shall have any effect unless agreed in writing by one of Our Directors.
1.4 Your order shall not be deemed accepted until We issue a confirmation of order or an order acknowledgement. Our catalogues, instruction leaflets, manuals, drawings, illustrations, specifications and price lists do not constitute offers made by Us.
2. Quotations and Price
2.1 Quotations are valid for 30 days from the date of issue or the date withdrawn by Us, if earlier.
2.2 The price of the goods shall be as listed in Our price list as at the date of delivery. We may revise price lists from time to time without notice. Prices are exclusive of any value added tax, duties, levies, packaging, carriage costs and insurance costs which You shall pay.
2.3 We shall be entitled to refuse to accept any order for goods in excess of £10,000 unless payment is made by a letter of credit or other method of payment.
3. Payment
3.1 Payments shall be made within 30 days from the date of Our invoice and shall be in full in sterling without any deduction, set-off or withholding whatsoever. Time for payment shall be of the essence. Payment will only be deemed to have been received when We have received cleared funds.
3.2 In addition to any other remedy, We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
3.3 If any payment by You is overdue on the Contract, We may cancel the Contract and suspend further deliveries of goods to You until payment of all outstanding amounts is made in full.
3.4 All costs and expenses incurred by Us in the recovery of overdue debts from You (whether as a result of the employment of solicitors, debt collection agencies or otherwise) shall be paid by You to Us on demand.
4. Delivery and Defects
4.1 All delivery times and dates are estimates only. Time for delivery is not of the essence. If no dates are specified, delivery will be within a reasonable time.
4.2 If You (1) request that delivery be postponed, (2) refuse to accept delivery, or (3) fail to give Us adequate delivery instructions, then:
(a) risk of damage to or loss of the goods will pass to You (including for loss or damage caused by Our negligence);
(b) the goods will be deemed to have been delivered;
(c) We may store the goods until actual delivery and charge You for all related costs including insurance for storage;
(d) We may increase the price according to price lists applying at the time of actual delivery; and
(e) We may sell the goods at the best price readily obtainable and charge You for any shortfall below the Contract price.
4.3 We shall have no liability for non-delivery or shortfall in the quantity of goods delivered unless notified by You in writing within 48 hours from the time of delivery. Our liability shall be limited to replacing the goods within a reasonable time, supplying additional goods to make up the shortfall, or issuing a credit note. If You do not notify Us within this time limit, You shall be deemed to have received the goods and shall be bound to pay the price as if the goods had been received.
4.4 We warrant that on delivery the goods will be of satisfactory quality and free from defects in workmanship or materials. We give no other warranty unless the forming tubes are chromed. In this case, We warrant that the goods comply with BS EN ISO 14159 and provide a one year warranty for replacement forming tubes unless the chromed formers are used either:
(i) to package salads or other non dry goods; or
(ii) with abrasive film, in which case the warranty for parts and labour is limited to three months from delivery.
All warranties, conditions or other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
4.5 Any claim by You based on a defect in the quality or condition of the goods must be notified to Us in writing within 48 hours from the time of delivery.
4.6 You shall not be entitled to reject the goods and shall be bound to pay the price if You fail to comply with Condition 4.5. It is Your responsibility to return defective goods to Our premises for inspection if requested. For the purposes of Conditions 4.5 and 4.6, time shall be of the essence.
4.7 Where You comply with Condition 4.5, We shall, at Our discretion, replace or repair the defective goods or refund the price. We shall have no further liability in any event.
4.8 If You alter, modify or vary the goods in any way (other than by Us), all warranties given under these Conditions shall be immediately null and void to the fullest extent permitted by law.
5. Passing of Risk and Property
5.1 Risk of loss, damage or deterioration in the goods shall pass to You when despatched from Our premises.
5.2 Ownership of the goods shall not pass to You until We have received full payment in cleared funds of the price of the goods and all other sums due to Us on any account.
5.3 Until ownership passes, You shall hold the goods as bailee, keep them safe, insured and separate and identifiable from all other goods. If any sums become overdue, We may enter any premises where the goods are located to repossess them and You grant Us an irrevocable licence to do so. We may also seek an injunction to prevent disposal of the goods.
5.4 You may resell the goods before ownership has passed only where the sale is in the ordinary course of business at full market value and You act as principal.
5.5 Your right to possession of the goods shall terminate immediately if You become subject to insolvency proceedings or alter the goods in any way.
6. Liability
6.1 Our maximum liability for breach of contract, misrepresentation, misstatement or other tortious act or omission (including negligence) shall, so far as permitted by law, be limited to the price paid under the Contract. Nothing in these Conditions shall exclude liability for death or personal injury resulting from negligence or for fraudulent misrepresentation.
6.2 We shall not be liable for any loss of profit, loss of business, depletion of goodwill or any consequential loss arising out of or in connection with the Contract.
6.3 We may defer delivery, cancel the Contract or reduce the volume of goods without liability if prevented or delayed by circumstances beyond Our reasonable control. If such circumstances continue for more than 20 consecutive days, You may terminate the Contract by written notice.
7. General Provisions
7.1 Any notice required to be given under these Conditions shall be in writing and delivered personally, by fax, first class recorded delivery post or first class air mail. Notices shall be deemed served according to the method used.
7.2 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999.
7.3 No waiver of any breach shall be deemed a waiver of any subsequent breach.
7.4 No failure or delay to exercise any right or remedy shall constitute a waiver of that right or remedy.
7.5 All amounts due shall be paid in full without deduction or set-off except as required by law.
7.6 Each provision of these Conditions is severable. If any provision is invalid or unenforceable, the remaining provisions shall remain in full force and effect.
7.7 These Conditions and the Contract shall be governed by and construed in accordance with English law, and the courts of England shall have exclusive jurisdiction.