Kentish Pip Ltd - Terms of Business
1.1. “Buyer” means the person who buys or agrees to buy the goods from the Seller.
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 “Delivery Date” means the date specified by the Seller when the goods are to be delivered.
1.4 “Goods” means the articles which the Buyer agrees to buy from the Seller
1.5 “Price” means the price for the goods excluding carriage, packing, insurance and VAT, unless otherwise stated in writing.
1.6 “Seller” means Kentish Pip Ltd of Woolton Farm, Bekesbourne, Canterbury, Kent, CT4 5EA.
2. Conditions applicable
2.1 These conditions shall apply to all contracts for sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. The Price and payment terms
3.1 The Price shall be the Price set out in a written quotation, price list or invoice provided to the Buyer. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.2 Subject to any alternative credit term agreed between the Seller and the Buyer:
3.2.1 cash account holders must pay all invoices in full either by BACS prior to delivery or with Cash upon delivery
3.2.2 credit account holders must pay all invoices in full within 30 days from the date of the invoice.
3.2.3 direct debit customers will have payments transferred from their bank account when invoices become due.
3.3 Interest on overdue invoices shall accrue from the date when Payment due from day to day until the date of Payment at the rate of 5% above Bank of England base rate from time to time in force and shall accrue at such a rate after as well as before any Judgment.
3.4 Additionally where the Late Payment of Commercial Debts (Interest) Act 1998 applies in the event of an overdue invoice the statutory charges referred to therein shall become due immediately that the invoice shall become due
4. The Goods
4.1 The quantity and descriptions of the Goods shall be set out in the Seller’s quotation and invoice.
5. Warranties and liability
All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its Servants or Agents or otherwise relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
6. Delivery of the Goods
6.1 Delivery of the Goods shall be made to the Buyer’s address on or before the delivery date. Where the Buyer has failed to provide to the Seller a delivery date the Buyer shall be bound to accept the Goods when they are ready for delivery from the Seller. The Buyer shall make all arrangement necessary to take the delivery of the Goods whenever they are tendered for delivery.
6.2 The Seller shall not be liable for any loss or damage whatever due to the failure by the Seller to deliver the Goods (or any part of them) promptly or at all.
6.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full providing that the delivery shall be tendered at any time within 1 week of the delivery date.
6.4 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in this Contract.
7. Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer
7.2 After acceptance the Buyer shall not be entitled to reject the Goods which are not in accordance with the contract.
7.3 If the Buyer promptly rejects any of the Goods which are not in accordance with the contract the Buyer within 14 days shall return the rejected Goods to the Seller and the Seller may decide in its absolute discretion whether to replace the Goods or credit the Buyer with the cost of the purchase from the Seller.
8. Passing of property and risk
8.1 The Goods shall be at the Buyer’s risk as from delivery or collection
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.2.1 The Buyer shall have paid the price plus VAT in full and
8.2.2 No other sums whatever shall be due from the Buyer to the Seller
8.3 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as a principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.5 The Seller shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods is not passed from the Seller.
8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under Clause 8.4 shall cease. It will be assumed that where the Buyer purchases similar Goods from the Seller on a regular basis that a stock rotation system has operated and Goods still held relate to Invoices still outstanding for which Payment has not been made.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods while the property of the Seller. Without prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.8 The Buyer shall insure and keep insured the Goods to the full price against “all risks” to the reasonable satisfaction of the Seller until the date the property in the Goods passes from the Seller.
9. Remedies of Buyer
9.1 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. In no circumstances shall the liability of the Seller exceed the price of the Goods.
9.2 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
10. Property law of contract
This contract is subject to the law of England and Wales.