GENERAL CONDITIONS OF SALE
Unless otherwise agreed in writing by Korn Wall Limited or KwickScreen Inc, (the Company) all goods are supplied on the following conditions to the exclusion of any terms or conditions stipulated by the buyer and of any representations, warranties or communications not expressly incorporated herein or in the order confirmation.
1.0 The prices of standard products will be those indicated in Company quotations.
1.1 Unless expressly stated otherwise, the prices are for goods delivered to customer premises, disassembled, and all prices quoted and all sums payable by the customer under this agreement shall be exclusive of VAT which shall where it is chargeable be paid in addition to the sum in question at the time when the sum in question is due to be paid.
2.0 Quotations are valid only when made in writing by authorised personnel and marked “Quote”. All quotations remain valid for 30 days from the date of the quotation; providing order is received before expiration date and the Company can manufacture and ship without delay within normal factory lead times of order receipt.
2.1 After 30 days the quotation will be updated according to prevailing prices, costs and any other commercial and economic conditions of importance in the sole judgement of the Company.
2.2 All quotations, drawings, prototypes and other presentation material remain the property of the Company and cannot be used or divulged without written permission.
3.0 Orders will not result in a binding contract until the order confirmation is given by the Company. No order will be entered into production until all information required from the customer is received in writing by the Company. The order confirmation is the final expression of the agreement between the customer and the Company and supersedes all prior oral and written statements regarding the order.
3.1 In case of disagreement on the terms of the confirmation, such terms can be modified only in writing by the Company or through a new confirmation.
4.0 Warranties, Liability and Guarantee
4.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 1 year. Proof of purchase date may be required.
4.2 The above warranty is given by the Company subject to the following conditions;
4.2.1 The Company shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing) misuse or alteration or repair of the Goods without the Company's approval;
4.2.2 The Company shall be under no liability under the above warranty (or any other warranty or guarantee) if the total price for the Goods has not been paid by the due day for payment.
4.3 Subject as expressly provided in the 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.
4.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by the Conditions.
4.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within five 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 delivery is not refused, and the Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
4.6 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 to specification is notified to the Company in accordance with the Conditions, the Company shall be entitled to replace or correct the Goods (or the part in question) but the Company shall have no further liability to the Buyer.
4.7 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other terms or any duty 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 Company, its employees or agents or otherwise) which arise out of or in connection with supply of the Goods of their use or resale by the Buyer, except as expressly provided in these conditions.
4.8 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligation in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control.
5. Change Orders
5.0 The Company is not required to accept changes requested after the order is confirmed.
5.1 However, the Company may accept reasonable changes subject to the following conditions:
5.1.1 The request for change must be submitted in writing and received in time to be implemented.
5.1.2 Changes can be subject to additional charges for material, labour and administrative costs to be determined by the Company.
5.1.3 Changes in quantity or design of non-standard products or on special quotation orders may affect the prices of all items on the order.
6.0 After a confirmation is issued an order cannot be cancelled by the customer without the written consent of the Company.
6.1 A cancellation and/or restocking charge of up to the total amount of the order is applicable on orders cancelled, partly or completely.
7.0 Delivery dates acknowledged by the Company are non-binding estimates only, based upon the best available information concerning factory lead times and transportation schedules. Therefore, orders may be shipped on the date estimated, prior to the estimated date with the customer’s approval or after the estimated date after notification to the customer.
7.1 Estimated delivery dates will be considered as acceptable by the customer unless disagreement is notified to the Company in writing within ten (10) days of confirmation.
7.2 Unless the customer requests in writing that partial shipment is needed and the Company approves the specific shipping schedule or that single shipment of the entire order is required, the Company may await completion of the entire order and ship all at once, or may make partial shipments from time to time at its sole discretion.
7.3 The Company is not responsible for delivery delays and/or partial or total non-completion of orders due to the following reasons:
7.3.1 Terms of payment not adhered to by the customer.
7.3.2 Required information requested by the Company and not received in time.
7.3.3 Delay due to strikes or labour difficulties, failure due to delay of sources of supply, transportation problems, accidents, fires, acts of God or any other causes beyond the control of the Company.
8. Terms Of Payment
8.0 The conditions detailed below are in addition to any terms mentioned on the customer’s order.
8.1 All prices are based on cash payment upon receipt of invoice unless otherwise stated in writing by the Company.
8.2 Payments are always made to Korn Wall Limited, Unit 3, Phoenix Trading Estate, Bilton Road, London, UB6 7DZ
8.3 If the state of items received requires adjustment or repairs, payment in full for the complete shipment must be made on the proper due date. The Company will investigate immediately and take appropriate action within 15 working days from recorded date of claim receipt.
8.4 The Company is not responsible for transportation delays whatever the reason. Invoices for shipped material will be paid on stated due dates regardless of such delays over which the Company has no control.
8.7 All invoices are issued based upon date of shipment even for partial deliveries.
8.8 When payments are not received by the Company on the due date, an interest charge of the current 1 Month LIBOR rate +1% per month on the outstanding balance is added to the invoice and must be paid. The 1 month LIBOR rate will be for the same currency as the invoice.
8.9 If the Company must delay shipment of an order because payments for prior orders are overdue, or if payments required with delivery are not made and material is returned to the factory, all transportation and handling costs beyond standard will be charged to the customer.
9. Reservation of Title
9.0 Notwithstanding delivery to the customer, the Company shall be legally and beneficially entitled to the ownership of the goods until payment of the purchase price has been made in full. Until such payment, and subject to the following provisions, the customer holds the goods as bailee of the Company and owes to the Company the normal fiduciary obligations of a bailee by way of custody in respect of the goods. Insofar as the buyer shall, or shall purport to, offer for sale and sell the goods, it shall do so only at the best obtainable price in the ordinary course of its business as principal and not as agent for the Company. The Company shall, by reason of the said relationship of bailment between the customer (as bailee) and itself (as bailor), be and remain legally and beneficially entitled to the proceeds of sale and the customer shall ensure that all the proceeds of sale are kept by or on behalf of the customer in a separate and identifiable form (and the proceeds shall not be paid into an overdrawn bank account). Upon receipt of the proceeds of sale, the customer shall discharge the debt due to the Company and shall not use or deal with the proceeds of sale in any way whatsoever until such debt has been discharged.
9.1 From delivery, or placement into storage in a Korn Wall Limited or separate facility, all risks for the goods pass to the customer.
9.2 When full or partial payment is not made on the due date, the Company can, by registered letter; request return of goods already delivered without losing any rights of suit. The Company can cancel the order(s) by registered letter.
9.3 If any goods supplied by the Company are incorporated in or used as material for other goods before payment to the Company, the property in the whole of those other goods shall be and remain with the Company until payment shall have been received or the other goods have been sold and all the Company's rights under this agreement in the material shall extend to those other goods. The Company's right to the material and/or the other goods is recognised in this agreement and it is the intention of both parties that ownership of that material and/or goods shall vest in the Company.
10. Insolvency and Bankruptcy
10.0 When a customer is declared insolvent or in a state of bankruptcy before or after shipment of an incompletely paid order, the sale automatically is voided unless otherwise notified in writing by the Company.
11.0 All Company products are inspected before shipment. Customers should similarly inspect all items at the same time of delivery of installation. Claims for damage in delivery must be sent by registered mail to the transporter within two (2) working days of the delivery.
11.1 All claims for shortage, errors and hidden damage must be sent in writing to the Company by registered letter no more than five (5) days after delivery. Failure to make such claims within that time constitutes acceptance of the merchandise and quality thereof.
11.2 The Company does not accept claims:
11.2.1 For damage resulting from storage by the customer
11.2.2 For damage resulting from accident, alteration or misuse after delivery.
12.0 No item may be returned to the Company without written consent and any returns must be handled in accordance with Company shipping instructions.
12.1 Returns for reasons other than valid Company accepted claims are subject to freight, handling and storage charges. Repair expenses will be charged to the customer.
13.0 The company reserves the right to modify any design or specification or to use materials different to those specified and to enter upon the Customer’s premises upon giving the Customer reasonable notice to make modifications to Equipment.
13.1 The company reserves the right to make any changes in the specification of the Equipment or the provision of any Services which are required to conform with any applicable statutory or EU requirements or, where the Equipment is to be supplied to the Customer's specification, which do not materially affect their quality or performance and to enter upon the Customer’s premises upon giving the Customer reasonable notice to make modifications to Equipment.
14.0 English law shall govern this agreement and the parties agree that the Courts of England and Wales shall have exclusive jurisdiction to hear all disputes arising in connection with the order contract.
Korn Wall Limited t/a KwickScreen
Unit 3, Phoenix Trading Estate, Bilton Road, London, UB6 7DZ
TEL: + 44 (0) 20 8452 5975
Registered office: ℅ MHA Broomfield Alexander, Ty Derw Lime Tree Court,
Cardiff Gate Business Park, Cardiff, South Glamorgan, CF23 8AB
Registered number 6812775
VAT number GB 976 1053 11