Within these conditions of sale "the Company" means Kinetix Batteries, "the Buyer" shall mean any individual, firm, company or corporation placing an order with the Company, "order" means the order placed by the Buyer with the Company for goods to be supplied by the company and "goods" shall mean any product, item, thing, article, service supplied by the Company.
All agreements and contracts entered into by the Company and all orders placed with the Company will be exclusively governed by these conditions of sale.
a. Quotations issued by the Company are subject to a maximum validity of 30 days and are subject to withdrawal or modification at any time.
b. All costings, estimates, documents, specifications, drawings and illustrations issued by the Company are copyrighted, remain the company's property and must not be disclosed to any third party.
c. Orders submitted by the Buyer for goods are only accepted if confirmed in writing by the Company and any order placed by the Buyer shall be deemed to be an offer on the basis that these conditions are acceptable to the Buyer to the exclusion of all other terms and conditions whether expressed in that order, or implied by law. Acceptance of the goods by the Buyer shall be conclusive evidence before any Court of Law or arbitrator that these terms apply.
Price quotations apply to the quantity and delivery charge rate as stated and any variation in quantity, specification and rate of delivery may necessitate a price revision. Prices quoted for goods originating in countries other than the UK may be subject to adjustment to take account of currency fluctuations and any such adjustment will be recorded on the invoice on the day of dispatch. All prices are subject to VAT at the designated rate.
a. Payment is due upon receipt of the goods
b. After the approval of the company of the Buyers trade and bank references a credit account may be opened. Where a credit account has been granted liability for payment shall arise upon delivery and payment is due within 30 days of the invoice date.
c. In any case where goods are dispatched in installments, each installment of the goods shall be duly paid for within 30 days of the invoice date as a condition precedent to the Buyer’s right to future delivery.
d. If payment is not made in full on the due date the Buyer shall pay interest at the rate per annum of 4% above the Basic Rate of Barclays Bank Plc, for the time being on the unpaid balance until payment, whether demanded or not, and whether before or after judgment.
e. The Buyer shall not be entitled to delay, withhold or offset payments due on the grounds that it has a claim or set off against the company.
f. The company reserves the right to require payment before delivery.
a. If the purchaser refuses to accept the consignment, the company may, after lapse of an additional three week period from such refusal, terminate the contract or claim liquidated damages for non-fulfillment at the rate of 25% of the purchase price, except that the company reserves the right to prove higher or lower damages, as the case may be. The company may also select, after time lapse of such three week period, to otherwise dispose of the consignment and to provide for a new shipment to the Buyer with a reasonably extended term of delivery.
b. If delay in shipment is caused or requested by the Buyer, risk will pass on to the Buyer at the date consignment is ready for shipment. From this date on, the Company is entitled to invoice the total purchase price, terms of payment begin with the date of invoice. Starting two weeks after notification that goods are ready for dispatch, the Buyer will be liable to a storage charge, equivalent to 0.25% of the invoice price for every week or part thereof.
a. All goods offered by the Company shall remain the property of the company, until full payment of the agreed purchase price for those particular goods by the Buyer to the company. The company reserves the right to repossess the goods in event of default or delay in full payment howsoever arising and the Buyer hereby grants the Company the irrevocable license to enter upon any premises of the Buyer for the purpose of doing so.
b. The Buyer is licensed by the Company to use or to agree to sell the goods delivered to the Buyer subject to the express condition that the entire proceeds of any sale are held in trust for the Company and shall at all times be identifiable as the company's money.
c. Until title to the goods passes, the Buyer acknowledges that he is merely the Bailee for the Company and that he is in possession of the goods for that reason and the following provisions shall apply:-
i) The goods shall, subject to clause 7.b be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the company.
ii) The company may at any time revoke the power of sale and use contained in clause 7.b by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied at any time by it to the Buyer) or if the company has bona fide doubts as to the solvency of the Buyer.
iii) The Buyer’s power of sale and use contained in clause 7.b shall automatically cease if the Buyer has a petition presented for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangements with the creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.
d. The risk in the goods shall pass to the Buyer upon delivery and the company shall, not withstanding the property in the goods is retained by the Company, have no responsibility in respect of the goods thereafter. Accordingly the Buyer shall be responsible for insuring the goods for not less than their purchase price.
Quoted delivery dates are the Company's best estimate for delivery and whilst every effort will be made to keep to them the company shall be under no liability whatsoever if for any reason delivery is delayed.
Any order placed and accepted by the Company may be cancelled only with the consent and on such terms at the company may determine.
a. Claims for damages and shortages must be notified in writing to the carriers and the company within 48 hours of date of delivery.
b. Non-delivery of the whole consignment must be notified within 5 days of the date of dispatch as shown on the invoice or advice note.
c. The company will not entertain claims unless the Buyer complies with the provisions of this condition.
Goods sold by the Company are warranted free from defect caused by faulty material or workmanship for a period of twelve months (unless otherwise stated) from the date of purchase. Provided that the goods have not been modified or altered or misused in any way the Company guarantees at its sole discretion to refund the price, replace free of charge or repair the said faulty goods, subject to the faulty goods being returned carriage paid to the Company's head office.
The warranty does not cover fair wear and tear, the consequences of carelessness or incompetence of those handling or operating the goods or the performance of the goods other than under the conditions for which they were designed. The warranty covers premature failure due to manufacturing or material defect only and not resulting from under or overcharging or other charging related issue, nor does it cover loss of capacity over time due to poor charging practices or negligence.The warranty is valid for the purchaser only and is not transferable.
The above warranty is given by the Company subject to the following conditions:-
a. The Buyer shall have notified the Company of the alleged defect(s) in writing within seven days of the relevant defect becoming apparent
b. If requested by the Company, the Buyer shall have returned such defective Goods or part thereof suitably packaged and at the Buyer's expense and risk describing the circumstances in which such Goods or part thereof became defective.
c. The defect(s) shall have been proved by the Buyer to be attributable to the Company and to have arisen solely from faulty design of materials or workmanship.
d. The Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
e. The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall be entitled only to the benefit of any such warranty or guarantee, as is given by the manufacturer to the Company.
f. Before returning the Goods to the Company the Buyer shall obtain from the Company a Product Returns Authorisation (PRN) number. Failure to return the Goods within one month of being advised of a Product Returns Authorisation number (PRN) shall mean that relevant payment for the Goods is due in full.
g. When replacement Goods are sent, at the Company's sole discretion, as advanced warranty replacements, these Goods will be invoiced in full and become payable under the conditions contained herein. On receiving the alleged faulty Goods, returned by the Buyer at his expense and risk, then providing the Goods are packaged as new, in the original packaging and are complete with all leads, instructions, power supplies, packing materials, etc. and the returned Goods are shown to be covered by the above warranty, then a credit will be raised equal to that of the advanced warranty replacement invoice. If the goods are found not to be covered by the above warranty, then the Goods will be made available for collection or delivery, at the Buyers expense and risk, and the relevant payment for the Goods is due in full.
h. Advanced warranty replacement Goods may be new or refurbished at the Company's discretion.
i. The applicable warranty period for any goods repaired or replaced or any corrective services pursuant to the initial warranty,shall be the remaining period, if any, of such original warranty period.
j. The aforesaid warranty provisions shall so far as is permitted by law, be in lieu of any other warranty condition, expressed or implied, statutory or otherwise and in no event shall the company be liable for the Buyer’s loss of profits, increased cost of working or any consequential loss. The total liability of the Seller shall not under any circumstances exceed the invoiced price of the product found to be defective.
k. No representation or warranty is given as to the suitability or fitness of the goods for any particular purpose and the Buyer shall satisfy himself in this respect and shall be totally responsible therefore.
The company shall be relieved of obligations arising under this contract wherever occurring and to the extent that the fulfillment of such obligations is prevented, frustrated, impeded or delayed directly or indirectly as a consequence of Force Majeure, which term shall include acts of God, fire, theft, riot, declared or undeclared war, embargo, strikes, reductions in or unavailability of power at manufacturing plant, breakdown of plant, or machinery or shortage or unavailability of raw materials from normal sources or routes of supply, action of any Government council or other duly constituted authority and other occurrence similar in nature to those specified beyond the reasonable control of the Company.
The company reserves the right to terminate the contract or cancel any order received or suspend delivery of any goods:
a. If compelled to do so by reason of Force Majeure as above defined; or
b. In the event of the failure by the Buyer to comply with any of its obligations under this contract; or
c. If the Company is reasonably of the opinion that the Buyer is not in a position to meet its commitments to the Company or (being a limited company) goes into liquidation other than voluntary liquidation for the purposes of amalgamation or reconstruction only or has a receiver appointed of its undertaking, assets or a substantial point thereof or an application is made to the court for an administrator to be appointed. Any such suspension of delivery or termination of the contracts by the company shall be without prejudice to any other rights which the Company may have against the Buyer. If any of the events referred to in this condition occur the Company's right to repossession of the goods shall arise forthwith on such occurrence.
This contract and its Terms and Conditions are governed by English Law and the parties concerned agree to the exclusive jurisdiction of the English Courts.