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In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable product description;
1.2 "Customer" means the organisation or person who purchases goods from the Supplier AND, unless varied by formal written arrangements between Customer & Supplier, it will be assumed that Customers placing business with the Supplier do so on the understanding these Terms and Conditions prevail and take precedence over any terms and conditions of the Customer
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Supplier" means CK Consumables, a division of City and Kent Cleaning Limited (Registered Number 04155293) of 31 Metro Centre, Kangley Bridge Road, Lower Sydenham, London, SE26 5BW, and whose registered address is at 23 St Leonards Road, Bexhill on Sea, East Sussex, TN40 1HH.
1.5 Goods’ means any goods being supplied by company to the customer.
1.6 Writing includes telex, cable, facsimile, e-mail and comparable means of communication.
1.7 "Specification Document" means a quotation or other similar document describing the goods to be provided by the Supplier;
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods by the Supplier to the Customer.
2.2 These conditions shall govern the contract to the exclusion of any other terms and conditions, subject to which any company quotation is accepted or purported to be accepted by the customer or any such customer or is made or purported to be made by the customer.
3 PRICE AND PAYMENT
3.1 The price for the supply of goods are as set out in the Specification Document. The Supplier shall invoice the Customer within 5 working days of the completion of the order for account holders.
3.2 Invoiced amounts for account holders shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of two percent per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
Payment in full is required from non account holders prior to despatch of any goods to include any delivery charges where applicable. Delivery charges do not apply to account holder customers. Potential customers requiring credit account facilities must provide two local credit references and a bank reference. The company reserves the right to decline a credit account facility.
Other orders are charged a fee of £5.95 on orders under £100 and free above this value.
3.3 All charges quoted to the customer for the supply of goods are exclusive of any added tax, unless otherwise specifically stated.
3.4 Any company quotation remains open for 7 days unless previously withdrawn; thereafter any company quotation is subject to confirmation or adjustment by the company.
3.5 Any company quotation (unless otherwise expressly stated) is subject to the following:
3.6 All increases of goods cost arising after the date of quotation may be recovered from or allowed to the customer unless the quotation expressly excludes this condition.
3.7 The quotation is for goods for delivery being affected during normal working hours, Monday to Friday. Extra costs due to overtime working at the customer’s instructions will be added to the quoted price.
3.8 Variations to any order or quotation will be subject to the price ruling at time of despatch.
3.9 Unless specifically agreed in writhing by the Company ‘use or Return’ is not offered on any products.
3.10 Whereby it is agreed by the company to accept return of goods then the goods must be returned in the original shipping outer and be in reasonable “use by date” and in saleable condition.
3.11 Whereby it is agreed by the company to accept the return of goods a handling charge of 15% will be made.
3.12 Where delivery is effected by the Supplier, the customer will provide the company reasonable hours of access for the delivery of the goods on an economical route for the company to deliver. Off journey deliveries may be subject to an extra charge.
3.13 Whereby deliveries are to be made outside the normal geographical area for the company, then the goods will be despatched via a carrier and a carriage charge levied accordingly.
3.14 The customer shall be responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the customer and for giving the company any necessary information relating to the goods ordered within sufficient time to enable the company to perform the contact in accordance with these conditions.
3.15 The company reserves the right to make any changes to the specification of the goods which are required to conform with any applicable statutory or E.U requirements, or which do not materially affect the quality, of the goods,
4. CANCELLATION OR POSTPONEMENT
4.1 No contract may be cancelled by the customer, expect with the agreement in writing of the Company, when the customer shall indemnify the company in full against all such loss (including loss of profits), costs (including the cost of storage, all labour and materials used), damages, charges and expenses incurred by the company as a result of such cancellation
4.2 Postponement of delivery by the customer requires at least 48 hours notice failing which storage charges will be incurred by the customer.
5 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification described.For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract. All products supplied must be used in compliance with the manufacturers instructions for usage and the appropriate protective clothing must be worn at all times. All products supplied are covered by a manufacturer’s product liability indemnity.
6.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
6.2 All risk in the goods shall pass to the Customer upon delivery.
6.3 Any claims for damages or shortages must be made in writing within 3 days.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
8 CUSTOMER`S OBLIGATIONS
8.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
8.2 co-operate with the Supplier;
8.3 provide the Supplier with any information reasonably required by the Supplier;
8.4 obtain all necessary permissions and consents which may be required before the commencement of the services; and
8.5 comply with such other requirements as may be set out in the descrpiption or otherwise agreed between the parties.
8.6 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 8.1.
8.7 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods ordered, the Customer shall be required to pay to the Supplier as agreed damages, and not as a penalty, the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice, the full amount of the goods contracted for as set out in the goods description, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 8.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
9 ALTERATIONS TO THE SPECIFICATION DOCUMENT
9.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and price and any other terms agreed between the parties.
9.2 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
10.1 GOODS: The Supplier warrants that, as from the date of delivery, for a period which reflects the warranty period provided by the individual manufacturer of the goods the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
10.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods provided by the Supplier in accordance with the description infringes a patent, copyright or trade secret or other similar right of a third party.
12 LIMITATION OF LIABILITY
12.1 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
13.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
13.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
13.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
15 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
19 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by agreement with the supplier.
20 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
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