KLT Filtration Ltd. Standard Terms and Conditions of Sale

  1. DEFINITIONS
    1. In these CONDITIONS:
      • “COMPANY” means the K L Technologies (Filtration) Ltd.
      • “GOODS” means the products or services (including any instalment of the products or services or any parts for them) which the SUPPLIER is to supply in accordance with these CONDITIONS. 
      • “SUPPLIER” means the organisation supplying the GOODS
      • “CONDITIONS” means the standard terms and CONDITIONS of supply set out in this document and (unless the context otherwise requires) includes any special terms and CONDITIONS agreed in WRITING between the THE COMPANY and the SUPPLIER. 
      • CONTRACT” means the CONTRACT for the purchase and sale of the GOODS. 
      • PRODUCT SPECIFICATION” means the drawing, CAD models and / or written specification defining the product or service covering material, form, fit and function
      • WRITING” includes telex, cable, facsimile transmission and comparable means of communication. 
    2. Any reference in these CONDITIONS to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    3. The headings in these CONDITIONS are for convenience only and shall not affect their interpretation.
  2. BASIS OF THE SALE 
    1. The SUPPLIER shall sell and the COMPANY shall purchase the GOODS in accordance with any written quotation of the SUPPLIER which is accepted by the COMPANY, or any written order including the PRODUCT SPECIFCATION of the COMPANY which is accepted by the SUPPLIER, subject in either case to these CONDITIONS, which shall govern the CONTRACT to the exclusion of any other terms and CONDITIONS subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the COMPANY.
    2. No variation to these CONDITIONS shall be binding unless agreed in WRITING between the authorised representatives of the COMPANY and the SUPPLIER
    3. Any description contained in the SUPPLIERs catalogues, samples, price lists or other advertising material is intended mainly to present a general picture of the SUPPLIER’S products and shall not form a representation or be part of the CONTRACT.
    4. Any advice or recommendation given by the SUPPLIER or its employees or agents to the COMPANY or its employees or agents as to the storage, application or use of the GOODS which is confirmed in WRITING by the SUPPLIER is followed or acted upon entirely at the COMPANYs own risk and accordingly the SUPPLIER shall not be liable for any such advice or recommendation which is not acted upon. 
  3. ORDERS AND SPECIFICATIONS 
    1. No order submitted by the COMPANY shall be deemed to be accepted by the SUPPLIER unless and until confirmed in WRITING by the SUPPLIER’s authorised representative.
    2. The COMPANY shall be responsible to the SUPPLIER for ensuring the accuracy of the terms of any order (including any applicable PRODUCT SPECIFCATION) submitted by the COMPANY, and for giving the SUPPLIER any necessary information relating to the GOODS within a sufficient time to enable the SUPPLIER to perform the CONTRACT in accordance with its terms.
    3. The quantity, quality and description of the GOODS shall be set out in the SUPPLIER’s quotation (if accepted by the COMPANY) or the COMPANYs Order (if accepted by the SUPPLIER). The PRODUCT SPECIFCATION for the GOODS shall be in accordance with: 
      • The current edition of the relevant PRODUCT SPECIFCATION as published from time to time by the COMPANY and;
      • Any further specifications or descriptions (if any) expressly listed or set out on the face of the Order. No other specification shall form part of or be incorporated by reference into this CONTRACT.
    4. If the GOODS are to be manufactured or any process is to be applied to the GOODS by the SUPPLIER in accordance with a PRODUCT SPECIFCATION submitted by the COMPANY, the COMPANY shall indemnify the SUPPLIER against all loss, damages, costs and expenses awarded against or incurred by the SUPPLIER in connection with or paid or agreed to be paid by the SUPPLIER in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the SUPPLIER’s use of the COMPANY’s specification.
    5. The COMPANY reserves the right to make any changes in the PRODUCT SPECIFCATION of the GOODS which are required to conform to any applicable safety or other statutory requirements.
    6. No order which has been accepted by the SUPPLIER may be cancelled by the COMPANY except with the agreement in WRITING of the SUPPLIER.
  4. PRICE OF THE GOODS 
    1. The price of the GOODS shall be the SUPPLIER’s quoted price or, (where no price has been quoted or a quoted price is no longer valid), the last price quoted at the date of acceptance of the order. Where the GOODS are supplied for import to the United Kingdom, the SUPPLIER’s quoted import price shall apply. This will be the Cost Insurance and Freight (CIF) price and be broken down in to its EX-works, Shipping and other constituent parts.
    2. In respect of GOODS to be delivered to the COMPANY the price includes using the SUPPLIER’s normal packaging or packing as define in the PRODUCT SPECIFCATION
    3. Damage or shortage of GOODS at delivery shall be reported to the SUPPLIER within 5 working days of receipt of GOODS at the COMPANYs premises. Non-delivery of GOODS shall be reported within 10 days of the quoted date of delivery as notified to the COMPANY in advance notices.
  5. TERMS OF PAYMENT 
    1. Subject to any special terms agreed in WRITING between the COMPANY and the SUPPLIER, the SUPPLIER shall be entitled to invoice the COMPANY for the price of the GOODS on or at any time after delivery of the GOODS to the company premises unless the GOODS are to be collected by the COMPANY or the COMPANY wrongfully fails to take delivery of the GOODS, in which event the SUPPLIER shall be entitled to invoice the COMPANY for the price at any time after the SUPPLIER has notified the COMPANY that the GOODS are ready for collection or (as the case may be) the SUPPLIER has tendered delivery of the GOODS
    2. The COMPANY shall pay the price of the GOODS within 30 calendar days of the date of the SUPPLIER’s invoice notwithstanding that delivery may not have taken place and the property in the GOODS has not passed to the COMPANY. The time of payment of the price shall be of the essence of the CONTRACT. Receipts for payment will be issued only upon request.
    3. If the COMPANY fails to make any payment on the due date then, without prejudice to any other right or remedy available to the SUPPLIER, the SUPPLIER shall be entitled to:
      • cancel the CONTRACT or suspend any further deliveries to the COMPANY;
      • Appropriate any payment made by the COMPANY to such of the GOODS (or the GOODS supplied under any other CONTRACT between the COMPANY and the SUPPLIER) as the SUPPLIER may think fit (notwithstanding any purported appropriation by the COMPANY). 
  6. DELIVERY 
    1. Any dates quoted for delivery of the GOODS are approximate only and the SUPPLIER shall not be liable for any delay in delivery of the GOODS howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the SUPPLIER in WRITING. The GOODS may be delivered by the SUPPLIER in advance of the quoted delivery date upon giving reasonable notice to the COMPANY
    2. Where the GOODS are to be delivered in instalments, each delivery shall constitute a separate CONTRACT and failure by the SUPPLIER to deliver any one or more of the instalments in accordance with these CONDITIONS or any claim by the COMPANY in respect of any one or more instalments shall not entitle the COMPANY to treat the CONTRACT as a whole as repudiated.
    3. If the SUPPLIER fails to deliver the GOODS for any reason other than any cause beyond the SUPPLIER’s reasonable control or the COMPANY’s fault, and the SUPPLIER is accordingly liable to the COMPANY, the SUPPLIER’s liability shall be limited to the excess (if any) of the cost to the COMPANY (in the cheapest available market) or similar GOODS to replace those not delivered over the price of the GOODS.
    4. If the COMPANY fails to take delivery of the GOODS or fails to give the SUPPLIER adequate delivery instructions at the time stated for delivery to the COMPANY’S premises (otherwise than by reason of any cause beyond the COMPANY’s reasonable control or by reason of the SUPPLIERs fault) then without prejudice to any other right or remedy available to the SUPPLIER, the SUPPLIER may: 
      • charge the COMPANY the full price of the GOODS;
      • Store the GOODS until actual delivery to the COMPANY can be achieved.
  7. RISK AND PROPERTY 
    1. Risk of damage to or loss of the GOODS shall pass to the COMPANY
      • in the case of GOODS to be delivered at the COMPANY’S premises, at the time of delivery: or
      • In the case of GOODS to be delivered to otherwise than at the COMPANY’S premises, at the time of delivery or, if the COMPANY wrongfully fails to take delivery of the GOODS, the time when the SUPPLIER has tendered delivery of the GOODS
    2. Notwithstanding delivery and the passing of risk in the GOODS, or any other provision of these CONDITIONS, the property in the GOODS shall not pass to the COMPANY until the SUPPLIER has received in cash or cleared funds payment in full of the price of the GOODS and all other GOODS agreed to be sold by the SUPPLIER to the COMPANY for which payment is then due. 
    3. Until such time as the property in the GOODS passes to the COMPANY, the COMPANY shall hold the GOODS as the SUPPLIER’s fiduciary agent and bailee, and shall keep the GOODS separate from those of the COMPANY’S and third parties and properly stored, protected and insured and identified as the SUPPLIER’s property. Until that time the COMPANY shall be entitled to resell or use the GOODS in the ordinary course of its business, but shall account to the SUPPLIER for the proceeds of sale or otherwise of the GOODS, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the COMPANY and third parties and, in the case of tangible proceeds, properly stored, protected and insured. 
    4. Until such time as the property in the GOODS passes to the COMPANY (and provided the GOODS are still in existence and have not been resold) the SUPPLIER shall be entitled at any time to require the COMPANY to deliver up the GOODS to the SUPPLIER and, if the COMPANY fails to do so forthwith, to enter upon any premises of the COMPANY or any third party where       the GOODS are stored and repossess the GOODS.
    5. The COMPANY shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the GOODS which remain the property of the SUPPLIER, but if the COMPANY does so all monies owing by the COMPANY to the SUPPLIER shall (without prejudice to any other right or remedy of the SUPPLIER) forthwith become due and payable. 
  8. WARRANTIES AND LIABILITY 
    1. Subject to CONDITIONS set out below the SUPPLIER warrants that the GOODS will correspond with their PRODUCT SPECIFCATION quoted at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from delivery.
    2. The above warranty is given by the SUPPLIER subject to the following CONDITIONS:
      • The SUPPLIER shall be under no liability in respect of any defect in the GOODS arising from any drawing, design or specification supplied by the COMPANY;
      • The SUPPLIER shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working CONDITIONS, failure to follow the SUPPLIER’s instructions (in WRITING), misuse or alteration or repair of the GOODS without the SUPPLIER’s approval;
      • The SUPPLIER shall be under no liability under the warranty (or any other warranty, condition or guarantee) if the total price of the GOODS has not been paid by the due date for payment.
      • The GOODS are returned in the state that they were delivered (where damage has occurred during the delivery shipping photographic records should be maintained). GOODS for return should be correctly packed such that there is no further deteriorate in the return shipping. The Shipping of returned GOODs shall be at the expense of the SUPPLIER.
    3. Subject as expressly provided in these CONDITIONS, and except where the GOODS are sold to a person dealing as a consumer (within the meaning of the Unfair CONTRACT Terms Act 1977), all warranties, CONDITIONS or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 
    4. Any claim by the COMPANY which is based on any defect in the quality or condition of the GOODS or their failure to correspond with PRODUCT SPECIFCATION shall (whether or not delivery is refused by the COMPANY) be notified to the SUPPLIER in WRITING within 5 working days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) after discovery of the defect or failure within a the warranty period defined above. If delivery is not refused, and the COMPANY does not notify the SUPPLIER accordingly, the COMPANY shall not be entitled to reject the GOODS and the SUPPLIER shall have no liability for such defect or failure other than as covered by the warranty period, and the COMPANY shall be bound to pay the price as if the GOODS had been delivered in accordance with the CONTRACT
    5. Where any valid claim in respect of any of the GOODS which is based on any defect in the quality or condition of the GOODS or their failure to meet PRODUCT SPECIFCATION is notified to the SUPPLIER in accordance with these CONDITIONS the SUPPLIER shall replace the GOODS (or the part in question) free of charge or at the SUPPLIER’s sole discretion, refund to the COMPANY the price of the GOODS (or a proportionate part of the price), but the SUPPLIER shall have no further liability to the COMPANY
    6. Except in respect of death or personal injury caused by the SUPPLIER’s negligence, the SUPPLIER shall not be liable to the COMPANY by reason of any representation, or any implied warranty condition or other term or any duty at common law, or under the express terms of the CONTRACT, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the SUPPLIER, its employees or agents or otherwise) which arise out of or in connection with the supply of the GOODS or their use or resale by the COMPANY except as expressly provided in these CONDITIONS.
    7. The SUPPLIER shall not be liable to the COMPANY or be deemed to be in breach of CONTRACT by reason of any delay in performing, or any failure to perform any of the SUPPLIER’s obligations in relation to the GOODS, if the delay or failure was due to any cause beyond the SUPPLIER’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the SUPPLIER’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 measures of any kind on the part of any governmental, parliamentary or local authority;
      • Import or export regulations or embargoes;
      • Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the SUPPLIER or of a third party); 
      • Difficulties in obtaining raw materials, labour, fuel, parts of machinery;
      • Power failure or breakdown in machinery.
  9. PATENT NAME
    1. GOODS which are the subject of patent protection both in Great Britain and elsewhere and the sale of such GOODS pursuant to this CONTRACT carry a limited licence under such of the SUPPLIER’s patents as relate to the GOODS. Where the GOODS are sold by reference to a trade name or mark of the SUPPLIER, the COMPANY and its successors in Title shall have the right to describe such of its products as incorporating a substantial quantity or proportion of the GOODS by reference to the trade name or mark in question. 
  10. INSOLVENCY OF THE COMPANY 
    1. This clause applies if; 
      • The SUPPLIER makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
      • An incumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the SUPPLIER, or
      • The SUPPLIER ceases, or threatens to cease, to carry on business or
      • The COMPANY reasonably apprehends that any of the events mentioned above is about to occur in relation to the SUPPLIER and notifies the THE SUPPLIER accordingly.
    2. If this clause applies then, without prejudice to any other right or remedy available to the COMPANY, the COMPANY shall be entitled to cancel the CONTRACT or suspend any further deliveries under the CONTRACT without any liability to the SUPPLIER, and if the GOODS have been delivered according to the terms of the CONTRACT but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. 
  11. EXPORT TERMS 
    1. Where the GOODS are supplied for import to the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in WRITING between the COMPANY and the SUPPLIER) apply notwithstanding any other provision of these CONDITIONS.
    2. The SUPPLIER shall be responsible for complying with any legislation or regulations governing the importation of the GOODS into the UK. The payment of any duties thereon shall be responsibility of the COMPANY. If the SUPPLIER fails to comply with such requirements the SUPPLIER shall (in addition to any other liability it may have to the COMPANY) be liable to indemnify the COMPANY in respect of any costs and expenses incurred by the COMPANY in pursuance of the CONTRACT.
    3. Unless otherwise agreed in WRITING between the COMPANY and SUPPLIER, the GOODS shall be delivered Cost, Insurance and Freight (C.I.F.), the SUPPLIER undertakes to adequately insure GOODS against loss when risk passes to the COMPANY. When a CONTRACT is expressed to be either C and F or C.I.F. to the UK the price of the GOODS will include the cost of freight by air or sea to principal ports only in the territory named and C.I.F. prices will include insurance protection against breakage risk or total loss for the amount of the C.I.F price plus 10%.
  12. GENERAL 
    1. Any notice required or permitted to be given by either party to the other under these CONDITIONS shall be in WRITING addressed to that other party at its registered office or principal place of business or such other address as may be at the relevant time have been notified pursuant to this provision to the party giving the notice.
    2. No waiver by the COMPANY of any breach of the CONTRACT by the SUPPLIER shall be considered as a waiver of any subsequent breach of the same or any other provision.
    3. If any provision of these CONDITIONS is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these CONDITIONS and the remainder of the provision in question shall not be affected thereby.
    4. The CONTRACT shall be governed by the laws of England and the parties hereto irrevocably submit to the jurisdiction of the English courts.