CONDITIONS OF SALE
1 Definitions -
In these conditions: - "The Company" means KOVA Manufacturing Ltd.
"The Buyer" means persons, firm or Company entering into the contract with the Company.
"The Conditions" means the conditions herein relating to the sale of goods.
"The contract" means between the Company and the Buyer created upon the Company's written acceptance of the Buyers order. "The Goods means the goods supplied hereunder in
"The Order" means the order placed by the Buyer based on the Company's quotation. "The Quotation" means the quotation provided by the company to the buyer in
accordance with the order.
(a) Quotations for and acceptance of all orders are subject to these Conditions of sale and shall govern the contract to the exclusion of all other terms and Conditions.
(b) No addition to or variation from these terms and conditions shall have an effect unless the same are expressly accepted by the Company in writing under the hand of a director of the Company.
(c) The Conditions represent the entire agreement and understanding of the parties and supersedes any prior agreements, representations or undertakings.
(a) The price for the goods will be as provided by the Company either by quotation or by the current published prices and are confirmed to the Buyer in the Company's invoice.
(b) The Company reserves the right to vary from the price quoted to the extent that such variation is required to cover increases in the costs of supplying the goods between quotation and delivery to the Buyer. Prices at the date of delivery shall therefore prevail.
(a) All Buyers will be invoiced Proforma. Goods shall only be despatched upon receipt of payment in full.
(b) Credit Payment if agreed in writing by the Company prior to acceptance of the order for the Goods from the Buyer shall be made within 30 days of invoice unless otherwise stated in writing by the Company prior to acceptance of the order for the Goods from the Buyer.
(c) In the event of late or part payment, interest at the rate of 5% above Llyods TSB bank PLC base lending rate shall be charged on the sum outstanding on a daily basis until payment.
(d) All price quoted are exclusive of VAT, carriage, insurance, packing, and all other duties, taxes or levies required to be paid under the Contract.
(e) Failure to adhere to the Terms & Conditions may result in Credit being withdrawn.
5 Personalised Goods
(a) On completion of any personalised goods the Company retains title to any silk screens, artwork or embroidery discs obtained or produced by the Company for use in the manufacture of the Goods.
(b) Samples will be charged at cost plus carriage if samples are not returned and the return carriage to be paid by the Buyer unless stated in writing by a director of the Company.
(c) Bespoke Samples are non returnable and the Buyer will be charged at manufactured cost of sample plus carriage unless stated in writing by a director of the Company.
(d) A small order screen printing charge is payable on all orders under 25 units (price will be quoted at time of order(s))
(a) The Company shall arrange packing of the goods, suitable for transportation by road.
(b) Any special requests for handling, packing or transportation, are required to be made by the Buyer in writing on entering into the Contract.
(a). The appointment of carriers is at the Company's sole discretion unless the Buyer indicates a specific
carrier prior to quotation.
(b) All reasonable efforts will be made by the Company to fulfil delivery dates provided that reasonable
notice of such a date is given by the Buyer. Time is not of the essence in the contract.
8 Examination of the Goods.
(a) The Buyer shall inspect and shall be deemed to have inspected the Goods immediately on delivery thereof and time being of the essence shall within 3 days from such delivery give notice to the Company of any shortages or surpluses in the Goods, or of any damage to the Goods incurred during transit and of any other fact or circumstance rendering the Goods to non-conform to the Contract under which they were delivered. Subject to the provisions of paragraph 8 below, if the Buyer shall fail to give such notice the Goods shall be presumed to be in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods accordingly.
9 Warranty and Liability
(a) The Company does not warrant the suitability of the Goods for any use or purpose except where such use or purpose has been declared to the Company in writing and expressly confirmed by the Company in writing.
(b) If the Buyer claims that any of the goods delivered are defective, the following shall apply; (I) The Buyer shall have no claim against the Company in respect of defects in the Goods unless such defects are notified to the seller in writing within 15 days after the date of delivery. (ii)In respect of defects in the Goods arising solely from faulty materials or workmanship the Company shall at its option either repair the Goods or supply replacement or refund. (iii) The Company shall have no liability in respect of any defects in any Goods which have undergone any process after delivery. (iv)Paragraph 8 (a) above sets out the Company's entire liability in respect of the Goods and the Company's liability under this paragraph shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or fitness for any particular purpose of the Goods or otherwise howsoever. The Company shall have no liability for any consequential loss suffered by the Buyer in respect of the Goods. (v) The liability of the Company in respect of defects in the Goods is limited to the price of the Goods in question.
10 Risk and Responsibility
(a) Risk in the Goods passes on delivery.
(b) Title in the Goods will not pass to the Buyer until payment in full of the invoice.
(c) Where the Buyer sells Goods on to a third party title will pass immediately before the Goods are delivered to such third party.
(d) Where Goods are attached to, or incorporated in any other Goods, or altered, title will not pass by virtue of such attachment or alteration, where the Goods can be detached or removed.
(e) The Buyer is required to store the Goods supplied separately from any other goods in its possession until title has passed in accordance with sub-paragraphs (b) and (c) above.
(f) If the Buyer is overdue in payment for the Goods or other Goods supplied by the Company, the Company may recover and sell the Goods. The Company shall be entitled to take possession of the Goods and is hereby granted a licence to enter the Buyers premises for such purpose and may, if necessary, detach or remove the Goods from the other goods or equipment. This will not effect any other right the Company may have against the Buyer.
(g) Until payment of the Goods and all other goods which are supplied under these conditions: (I) the Buyer shall hold the Goods upon trust for the Company; (ii) if the Goods are sold the Buyer shall hold the proceeds of the sale on trust for the Company in a separate bank account specifically designated for this purpose; (iii) the Company reserves the right to trace the proceeds of sale received into any bank or other account which the Buyer maintains; (iv) the Buyer may not, without the Company's express written consent, assign to any other person any rights arising from a sale of the Goods; (v) if the Buyer incorporates the Goods into, or uses the Goods for manufacturing of other goods, before payment in full of the price, the Company shall be entitled to take possession of the new goods and is hereby granted a licence to enter the Buyers premises for the purpose of recovering the new goods. The Company shall be entitled to sell the new goods (subject to any third party rights therein) and shall retain from the proceeds of sale the amount due to the Company for the Goods and pay any balance remaining to the Buyer.
(a) The Company shall levy a storage charge to the Buyer for all Goods stored by the Company within one month of the following; (I) the Buyer failing to collect the Goods from the company's premises following written notification of availability for collection; (ii) the Buyer failing to take delivery of the Goods or failing to make arrangements for delivery upon written notification of readiness for despatch.
12 Returns and cancellations
(a) The Company will not accept the return of any Goods without its prior written consent.
(b) Where such consent is provided Goods shall be returned at the Buyers expense.
(c) The Company reserves the right to charge a Buyer for the cost of any materials ordered or prepared by the Company and any other costs incurred by the Company in relation to an order that is cancelled as at the date of cancellation.
13 Alterations and Modifications
The Company may make such alterations to or modifications, as it seems necessary to the Goods or their manufacture without notice to the Buyer from time to time.
All notices to be given under the contract shall be given by prepaid first class post or facsimile to the registered office or principle place of business of the party to be notified and shall be deemed to have been delivered if by letter at the expiration of 48 hours after posting and if facsimile on receipt.
Without prejudice to any other remedies the Company may have against the Buyer, the Company may terminate the current contract on notice to the Buyer, upon the Buyer becoming bankrupt or insolvent or upon a resolution to wind up the Buyer being passed or a receiver, administrative receiver or administrator being appointed and shall be entitled to take possession of all Goods supplied and unpaid for, in accordance with Risk and Property.
16 Force Majeure
The Company shall be entitled to cancel the Contract or reduce the quantity of Goods to be provided if it is prevented from providing the Goods through any circumstances beyond its reasonable control including (but not limited to) industrial action, war, fire or any prohibition or enactment of any kind, and will not be liable for any loss or damage incurred whatsoever arising therefrom.
17 Governing Law
The Contract shall be governed by English Law and subject to the exclusive jurisdiction of the High Court in England.