TERMS AND CONDITIONS OF SALE
1. BASIS OF SALE
1.1 We, Kans and Kandy (Wholesale) Ltd shall sell and you, the Customer, shall buy the Goods subject to these Conditions which govern the contract between us to the exclusion of any other terms which you may ask us to sign or which you may supply.
1.2 Any variation to these Conditions is of no effect unless agreed in writing by our authorised representative.
1.3 “Goods” means the goods which we are supplying.
1.4 Quotations are not offers and are subject to withdrawal at any time by us.
1.5 You are responsible for ensuring that your order is accurate and for giving us all the information we need to complete the order.
1.6 Your order is not accepted until we confirm in writing or (if earlier) we supply the Goods to you.
2. DESCRIPTION
The description of the Goods shall be as set out in our quotation. Whilst every effort will be made to supply the Goods in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be implied.
3. CANCELLATION AND DELAY
3.1 Once accepted, an order may not be cancelled without our written agreement and on terms that you indemnify us against all loss and expenses incurred because of cancellation.
3.2 We will not be liable to you or be in breach of contract by reason of delay or failure to perform any of our obligations if the delay or failure was due to any cause beyond our reasonable control.
4. PRICE AND PAYMENT
4.1 Prices quoted by us are inclusive of costs of delivery but exclusive of any applicable VAT.
4.2 Payment for the Goods is due and payable 30 days after date of invoice or as otherwise specified in our order acknowledgement without deduction or set-off. However, payment is due and payable immediately upon cancellation or termination of the contract between us.
4.3 If you fail to pay on the due date, the total price of the Goods becomes due and payable without demand and we may cancel the contract between us, suspend further deliveries and/or claim statutory interest and debt recovery costs.
5. DELIVERY AND PERFORMANCE
5.1 Delivery of the Goods shall be made by you collecting the Goods from us once notified that they are ready for collection or, if delivery is to be made by us, by us delivering the Goods.
5.2 Any dates for delivery and/or performance are approximate only.
5.3 Where Goods are supplied by instalments, each instalment is a separate contract.
5.4 If you fail to take delivery or to give us adequate delivery or performance instructions we may charge you storage costs.
6. RISK AND PROPERTY
6.1 Risk in the Goods passes to you on delivery, but the Goods remain our property until we receive their full price along with the full price of any other goods you have contracted to buy from us.
6.2 We may recover or resell the Goods and enter any premises where the Goods are stored for this purpose, so as to discharge any overdue payment.
6.3 Your right to possession of the Goods terminates immediately if any of the following events occur:-
6.3.1 you are dissolved or have a bankruptcy order made against you or make an arrangement or composition with your creditors; or
6.3.2 (being a body corporate) you convene a meeting of creditors or enter into liquidation (whether voluntary or compulsory); or
6.3.3 you have a receiver, manager or administrative receiver appointed of the whole or any part of your undertaking, property or assets; or
6.3.4 a resolution is passed or a petition presented to any court for a winding-up or any person takes any step to appoint an administrator; or
6.3.5 any proceedings are commenced relating to insolvency or possible insolvency in any jurisdiction to which you are subject.
6.3.6 you suffer or allow any execution to be levied on your assets or obtained against you; or
6.3.7 you commit a material breach of any of your obligations under this contract or under any other contract with us; or
6.3.8 you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; or
6.3.9 you cease or threaten to cease to trade.
7. RESALE OF GOODS
If any item comprised in the Goods is resold, you must bring to the purchaser’s attention all our instructions and/or recommendations for use which are packed with or appearing on the Goods or which have been notified to you.
8. LIMITATION OF LIABILITY
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
8.1 The following sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents or subcontractors) to you in respect of any breach of these Conditions and any representation, statement, act or omission (including negligence) arising under or in connection with the contract between us and in respect of any contemplated performance or lack of performance.
8.2 All warranties, conditions or other terms implied by statute, common law or trade usage are excluded to the fullest extent permitted by law but this exclusion does not apply to any implied condition that we have the right to sell the Goods or when ownership is to pass or where the Goods are sold to a person dealing as a consumer, any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose.
8.3 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.
8.4 Subject to conditions 8.2 and 8.3:-
8.4.1 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the contract between us shall be limited to two times the contract price; and
8.4.2 we shall not be liable to you for:-
(a) any loss of profit, loss of production, depletion of goodwill; and
(b) any indirect loss, damage, costs or expenses whatsoever
in each case which arise out of or in connection with the contract between us.
8.5 Any claim by you which is based on any defect in quality or condition or failure to correspond with specification must be notified to us within three days from date of delivery or within a reasonable time after discovery of the defect or failure. If no such notification is received, you are not entitled to reject the Goods and must pay their price.
8.6 Where any valid claim in respect of any of the Goods is notified to us in accordance with these Conditions, we shall be entitled to (in the case of Goods) repair or replace them (or the part in question) free of charge or refund to you their price (or a proportionate part) but then we shall have no further liability to you.
8.7 The statutory rights of consumers are not affected.
9. GENERAL
9.1 If any provision of these Conditions is found to be invalid or unenforceable, the remainder shall not be affected.
9.2 Any waiver by us of any breach by you is not a waiver of any subsequent breach.
9.3 These Conditions and the contract between us do not create, confer or purport to confer any benefit or right enforceable by any person not a party to it.
10. ENGLISH LAW
These Conditions and the contract between us are subject to English law and the non-exclusive jurisdiction of the English courts.