KLT Filtration Ltd. Standard Terms and Conditions of Sale
1.0 DEFINITIONS
1.1 In these Conditions:
• “Purchaser” means the person or organisation who supplies their banking/credit/debit card or mobile payment details for the purpose of acquiring Goods from the Company or the Company Representative via internet, telephone or direct order. (the consumer)
•“Company Representative” means the person agent or business who accepts a quotation from the Company for the sale of the Goods or whose trade order for the Goods is accepted by the Company (the trade organisation)
•“Goods” means the products or service (including any instalment of the Goods or any parts for them) which the Company is to supply in accordance with these Conditions.
•“Company” means KLT Filtration Ltd. acting as manufacturer, authorised distributor, agent or not.
•“Conditions” means the standard Terms and Conditions of sale in respect to Goods offered for sale on the internet, telephone or written direct trade order and shall not refer to any other Goods either in fact or implication.
•“Contract” means the statutory contractual obligation to arrange the supply of Goods to the purchaser.
•“Writing” includes email, letter, telex, cable, facsimile transmission and comparable means of communication.
“Changes” – means changes in writing on the Company’s formal headed paper, or by electronic means, such that publication of the said changes is made on the Company’s website clearly displayed at the relevant place upon the said web site.
“Secure Server” – means the electronic means by which banking/credit/debit card or mobile payment details are taken and protected when proffered for payment for goods or services on the Company’s internet website.
1.2 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.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.0 BASIS OF THE SALE
2.1 The Company Representative and the Purchaser agrees that these terms and conditions shall be the only terms and Conditions that shall apply to the sale of goods or services on the Company’s website, by telephone or written direct trade order at the time of purchase. No other terms or conditions may be applied or included therein for any purpose whatsoever.
2.2 The Company reserves the right to make Changes or variations to the Conditions these shall be made by the Company in writing or by electronic means where they shall be clearly displayed on the Company’s website or attached to an order acknowledgement.
2.3 The Company shall sell and the Company Representative shall purchase the Goods in accordance with any written quotation of the Company which is accepted by the Company Representative, or any written order of the Company Representative which is accepted by the Company, 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 Representative.
2.4 Statements in respect of any part of the goods or services sold where the Company acts as the registered distributor for a third party manufacturer or supplier are entirely the responsibility of the said third party manufacturer and may not be regarded as being necessarily the opinions of the Company, its agents or representatives.
2.5 The Company reserves the right not to supply goods where the destination of the said goods are or are believed to be in a country or territory the subject of a trade embargo instituted by the government of the United Kingdom, wheresoever the said country or territory might be situated.
2.6 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Company Representative or Purchaser acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.7 Any description contained in the Company’s catalogues, samples, price lists or other advertising material is intended mainly to present a general picture of the Company’s products and shall not form a representation or be part of the Contract.
2.8 Any advice or recommendation given by the Company or its employees or agents to the Company Representative or Purchaser as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Company Representative or Purchaser own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.9 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.0 PRICE OF THE GOODS
3.1 Prices may fluctuate by virtue of factors beyond the control of the Company in foreign exchange rates, alteration of duties, increased costs of labour, materials or other costs of manufacture and such variation shall not be bound by the Company.
3.2 Prices published for Goods or services proffered for sale on the Company’s website, by telephone or written direct trade order are deemed to be correct at the time of entry, but the Company reserves the right to change prices by notification in writing or by electronic means where instructed to do so by a third party manufacturer/supplier or as the result of circumstances deemed to be beyond the control of the Company at 3.1 of this agreement.
3.3 All prices on the Company’s website, shall include Value Added Tax at the rate appropriate to current UK and EU legislation.
3.4 The Purchaser shall be responsible absolutely for the payment in full of any and all duties or taxes that might be charged for the purposes of import into a foreign country or territory by the government or appropriate authority of the said country or territory.
3.5 The price of the Goods or services proffered for sale to the Company Representative shall be at the Company’s quoted price or, (where no price has been quoted or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export to the Company Representative from the United Kingdom, the Company’s published export price list shall apply. This will be the Ex-works price in addition to currency exchange costs, taxes and duties as appropriate. All prices quoted are valid for 30 days only or until earlier acceptance by the Company Representative, after which
time they may be altered by the Company without giving notice to the Company Representative.
3.6 The Company reserves the right, by giving notice to the Company Representative at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company beyond the control of the Company at 3.1 of this agreement.
3.7 The Company reserves the right, by giving notice to the Company Representative, of any change in delivery dates, quantities or specifications for the Goods which is requested by the Company Representative, or any delay caused by any instructions of the Company Representative or failure of the Company Representative to give the Company adequate information or instructions.
3.8 In respect of Goods to be delivered to the Company Representative or Purchaser the price includes using the Company’s normal packaging. Any special packaging of Goods requested by the Company Representative or Purchaser shall be an extra charge and unless provided to the contrary containers and packaging will not be returnable.
3.9 Damage or shortage of Goods at delivery shall be reported to the Company within 48 hours of receipt of Goods at the Company Representative or Purchaser premises. Non-delivery of Goods shall be reported within 10 days of the date of dispatch as notified to the Company Representative or Purchaser in advance notices. 3.10 Unless otherwise agreed in writing all tools, drawings and other equipment manufactured or obtained by the Company Representative for the purposes of the Contract (whether partly or wholly at the expense of the Company Representative or not) shall be and remain the property of the Company.
4.0 ORDERS AND SPECIFICATIONS
4.1 No order submitted by the Company Representative or Purchaser shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company in the form of an order acknowledgement.
4.2 Goods and services shall be ordered by means of the Company’s Secure Server from the Company’s website on the internet, by telephone or written direct trade order.
4.3 The Company Representative or Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any order (including details of a Purchaser’s credit/debit card, address or e-mail identification and any applicable specification) submitted by the Company Representative or Purchaser, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
4.4 The quantity, quality and description of the Goods shall be set out in the Company’s quotation (if accepted by the Company Representative or Purchaser) or the Company Representative’s or Purchaser’s Order (if accepted by the Company). The specification for the Goods shall be in accordance with:
•
The current edition of the relevant product description on Company’s website or leaflet 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.
4.4 The Company reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory requirements or continuous improvement which does not materially affect their quality or performance.
4.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Company Representative, the Company Representative shall indemnify the Company against all
loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company 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 Company use of the Company Representative’s specification.
4.6 No order which has been accepted by the Company may be cancelled by the Company Representative except with the agreement in Writing of the Company and on terms that the Company Representative shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4.7 Any changes to a purchase order product mix that is requested by the Company Representative after the order acknowledgement from the Company has been sent to the Company Representative and within one week prior to the shipment date will be reviewed and considered at the Company’s sole discretion; if a rework is agreed then a surcharge will usually be applied.
5.0 TERMS OF PAYMENT
5.1 Where the Company provides the appropriate facilities payments should be made using credit/debit card or mobile payment. Direct bank transfer may be used for direct trade sales from the Company.
5.2 Goods purchased from the Company website will be despatched upon payment and a receipt of payment will be issued to the Purchaser.
5.3 If the Purchaser fails to make any payment then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
•cancel the purchase and suspend any deliveries to the Purchaser;
•appropriate any payment made by the Purchaser to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Purchaser).
5.4 Subject to any special terms agreed in writing between the Company Representative and the Company, the Company shall in the case of a Company Representative whose credit has been approved by the Company be entitled to invoice the Company Representative for the price of the Goods at the time of order. In the case of a Company Representative whose credit has not been approved by the Company, payment will be due with cash on order to the Company Representative or its nominated carrier.
5.5 The Company Representative shall pay the price of the Goods with the order. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.6 If the Company Representative fails to make any payment on the due date 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 to the Company Representative;
•appropriate any payment made by the Company Representative to such of the Goods (or the goods supplied under any other contract between the Company Representative and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Company Representative); and
•charge the Company Representative interest (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.0 CANCELLATION OF WEBSITE ORDERS /RETURNS/REFUNDS
6.1 Orders may be cancelled in Writing to the Company and Goods returned provided cancellation is made by the Purchaser within 14 days of the receipt of Goods.
6.2 Goods returned shall be in appropriate and secure packaging such that they are undamaged and in a saleable condition upon receipt by the Company.
6.3 Goods should be returned to the Company within 14 days of making the written cancellation.
6.4 Orders may not be cancelled where Goods are made to order or clearly personalised.
Goods should be returned using a registered or tracked service (postal or courier service) such that the Goods are signed for upon receipt by the Company to show proof of delivery.
6.5 The Purchaser will bear the cost of the return of Goods.
6.6 If damage occurs during the return then the cost of rectifying the damage shall be deducted from the refund and the Purchaser informed with supporting evidence.
6.7 Cancellation of an order placed using a banking/credit/debit card or mobile payment details may only be affected on terms that the Company shall not be liable for any loss, costs, damages, charges and expenses incurred by the Purchaser as a result of cancellation.
6.8 Refunds in the case of cancellation will be withheld until the company is in receipt of Goods. The refund will be made in full less the cost of any damage to the Goods and include the cost of the standard initial delivery of the Goods. 6.9 Refunds will only be made directly to the Purchaser’s account by electronic banking means and will not be made in cash or by cheque or by banker’s order at any time or for any reason whatsoever. 6.10 Refunds will be made within 14 days of receipt and assessment of the return.
7.0 WARRANTIES AND LIABILITY
7.1 Subject to Conditions set out below, the Company warrants that the Goods will correspond with their specifications quoted at the time of delivery and will be free from defects in material and workmanship for a period of 2 years from delivery.
7.2 The above warranty is given by the Company subject to the following Conditions:
•The Company shall be under no liability in respect of any defect arising from use of the product, fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions including product compatibility statements (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval;
•The Company 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;
•The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company;
•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 appropriately packed such that there is no further deteriorate in the return shipping.
7.3 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.
7.4 Any claim by the Company Representative or Purchaser which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Company in Writing within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Company Representative or Purchaser does not notify the Company accordingly, they shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.5 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 specification is notified to the Company in accordance with these Conditions the Company shall be entitled to replace the Goods (or the part in question) free of charge or at the Company’s sole discretion, refund to the Company Representative or Purchaser the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Company Representative or Purchaser.
7.6 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Company Representative or Purchaser 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, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, 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 Representative or Purchaser except as expressly provided in these Conditions.
7.7 The Company shall not be liable to the Company Representative or Purchaser or be deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’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 Company or of a third party);
•Difficulties in obtaining raw materials, labour, fuel, parts of machinery;
•Power failure or breakdown in machinery.
8.0 WARRANTIES REFUNDS
8.1 The Company shall have liabilities as stated at the time of purchase in respect of Goods or services supplied where the said goods or services shall originate from the Company.
8.2 Goods returned for the purposes of warranty refund must be in the condition of sale.
8.3 Payment and credit note:
Full refund payment shall be proffered by means of a credit/debit card as specified at the time of order.The Company shall proffer a credit note by email or mail, a single copy only shall be sent, and further copies will be made available by request.
Refund payments will be credited directly to the Company Representative’s or Purchaser’s account after receipt and inspection of returned Goods.
9.0 FRAUD PROTECTION
9.1 The Company reserves the right to employ the use of fraud protection services in respect of all credit/debit card transactions and all applications must pass in full any and all fraud protection checks that the Company might from time to time employ prior to goods being despatched or services being applied.
9.2 Any transaction where a credit/debit card shall fail to meet the requirements of the fraud protection scheme employed by the Company shall be declared void and no debit shall be made from the said account.
9.3 Where a transaction shall fail fraud protection, Purchasers may be offered alternatively methods of payment at the discretion of the Company absolutely.
9.4 Where an attempted transaction is made that is deemed to be deliberately fraudulent in its nature, the Company shall reserve the right to prosecute in every case.
9.5 The giving of false or malicious information on to the Company’s Secure Server shall be deemed to be reason for the Company to prosecute without exception.
10.0 DESPATCH
10.1 Goods purchased from the Company website will be despatched immediately, or as soon as is practical, upon confirmation of receipt of payment and fraud protection conditions.
10.2 Any dates quoted for despatch of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused.
10.3 Goods despatched directly from a third party fulfilment premises shall be the responsibility of the said third party absolutely and no liability for late or delayed delivery shall fall upon the Company howsoever such delay or late delivery might occur.
10.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Company Representative or Purchaser in respect of any one or more instalments shall not entitle the Company Representative or Purchaser to treat the Contract as a whole as repudiated.
10.5 If the Company fails to deliver the Goods for any reason other than any cause beyond the Company’s reasonable control or the Company Representative’s or Purchaser’s fault, and the Company is accordingly liable to the Company Representative or Purchaser, the Company’s liability shall be limited to the excess (if any) of the cost to the Company Representative or Purchaser or similar Goods to replace those not delivered.
10.6 If the Company Representative or Purchaser fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Company Representative’s or Purchaser’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company, the Company may:
charge the Company Representative or Purchaser the full price of the Goods;
Store the Goods until actual delivery and charge the Company Representative or Purchaser for the reasonable costs (including insurance) of storage.
11.0 RISK AND PROPERTY
11.1 Risk of damage to or loss of the Goods shall pass to the Company Representative or Purchaser at the time of delivery or, if the Company Representative or Purchaser wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
11.2 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 Representative or Purchaser until the Company 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 Company to the Company Representative or Purchaser for which payment is then due.
11.3 Until such time as the property in the Goods passes to the Company Representative, the Company Representative shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Company Representative and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Company Representative shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller 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 Representative and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
11.4 Until such time as the property in the Goods passes to the Company Representative (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Company Representative to deliver up the Goods to the Company and, if the Company Representative fails to do so forthwith, to enter upon any premises of the Company Representative or any third party where the Goods are stored and repossess the Goods.
11.5 The Company Representative 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 Company, but if the Company Representative does so all monies owing by the Company Representative to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
12.0 PATENT AND COPYRIGHT
12.1 The Company asserts the right to copyright of all its products and designs. The Company Representative or Purchaser shall not infringe copyright in any way whatsoever for any reason.
12.2 For Goods which are the subject of patent protection both in Great Britain and elsewhere the Company Representative or Purchaser shall not infringe patent in any way whatsoever for any reason.
12.3 Where the Goods are sold by reference to a trade name or mark of the Company, the Company Representative 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. This right shall be subject to the Company’s prior approval of the quality and standards of workmanship and design of the Company Representative’s products provided that such approval shall not be unreasonably withheld.
12.4 Any infringement as described at 12.1 and 12.2 which shall be deemed as having been committed shall render the Company Representative or Purchaser responsible and liable to prosecution without notice.
13.0 INSOLVENCY OF BUYER
13.1This clause applies if;
•The Company Representative 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 Company Representative, or
•The Company Representative 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 Company Representative and notifies the Company Representative accordingly.
13.2 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 Company Representative, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14.0 EXPORT TERMS
14.1 Where the Goods are supplied for export from the United Kingdom, the provisions of clause 3.4 and 3.5 shall (subject to any special terms agreed in writing between the Company and the Company Representative) apply notwithstanding any other provision of these Conditions.
14.2 The Company Representative or Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon and if the Company Representative or Purchaser fails to comply with such requirements the Company Representative or Purchaser 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.
14.3 Unless otherwise agreed in Writing between the Company and Company Representative, the Goods shall be delivered Ex Works, EXW, the Company Representative undertakes to adequately insure Goods against loss when risk passes to the Buyer. When a contract is expressed to be either C and F or C.I.F to an overseas territory 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%.
14.4 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Company Representative in favour of the Company and confirmed by a United Kingdom Bank acceptable to the Company and enable the Company to present the contract documents through Barclays Bank plc, King’s Lynn, Norfolk or such other bank as the Company may from time to time designate.
14.5 The Company Representative undertakes not to offer the Goods for resale at a price lower or terms more favourable than the published, appropriate, trade or recommended retail prices, RRP, or terms of the Company applicable at the relevant time without the Company’s written consent.
15.0 GENERAL
15.1 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.
15.2 No waiver by the Company of any breach of the Contract by the Company Representative or Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 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.
15.4 The Contract shall be governed by the laws of England and Wales and the parties hereto irrevocably submit to the jurisdiction of the English courts.
15.5 The Company reserves the right to sub-contract the whole or any part of the Contract