Conditions of Sale

1. Basis and Application

1.1 Every price quoted by Kluthe UK Limited (“the Seller”) and every contract (“the Contract”) for goods (“the Goods”) to be supplied to the Buyer by the Seller (including any part or parts of them) is based upon these conditions.
1.2 In the absence of any special agreement excluding or varying the operation of these conditions, which exclusion of variation must be in writing and signed by a Director of the Seller, these conditions shall apply to all quotations given and all contracts made by the Seller together with any amendments or additions and shall override any other terms or conditions proposed or stipulated by the Buyer, notwithstanding any similar or identical conditions to this condition proposed or stipulated by the Buyer.

2. Description
2.1 The description of the Goods shall be as set out in the Seller’s quotation.
2.2 All descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purchase of giving an approximate idea of the goods described in them. They will not form part of this contract.

3. Despatch
3.1 Any time or date for the despatch or the delivery of goods shall be taken as an estimate made by the Seller in good faith which the Seller will use its best endeavours to fulfil but shall not be binding on the Seller either as a term of the Contract or otherwise. In no circumstances shall the Seller be liable for any loss or damage sustained by the Buyer in consequence of any other delay in such despatch or delivery however caused.
3.2 The goods are deemed to be accepted by the Buyer on delivery and claused delivery notes will not operate to prevent such acceptance.
3.3 The Buyer shall be obliged to take delivery of the goods when the Seller is ready to deliver.
3.4 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that:
(i) such discrepancy in quantity shall not exceed ten per cent (10%)
(ii) the Price shall be adjusted pro rata to the discrepancy.
3.5 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
3.5.1 risk in the Goods will pass to the Buyer;
3.5.2 the Goods will be deemed to have been delivered; and
3.5.3 the Seller may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance)
3.6 The Buyer will provide at its expense adequate and appropriate equipment and manual labour for unloading the goods.
3.7 Any liability of the seller for non-delivery of the goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such goods.

4. Packaging
4.1 Orders of a value below a carriage paid quotation will be subjected to a standard charge.
4.2 All 1000 litre containers must be available for collection at such reasonable time to be notified by the Buyer to the Seller and such collection to take place within 2 weeks.

5. Transit Risk and Claims
5.1 Claims for damage must be signed for at delivery and reported to the carrier and the Seller in writing within 3 days.
5.2 Claims for non-delivery must be reported to the Seller in writing within 3 days from receipt of invoice.
5.3 Other claims must be reported to the Seller in writing within 5 days from receipt of invoice.

6. Title
6.1 No legal property in or beneficial ownership of the goods shall pass from the Seller to the Buyer unless and until the Buyer has made full and complete payment to the Seller of:-
i) All sums due from the Buyer to the Seller under this agreement in respect of the goods; and
ii) All other sums due from the Buyer to the Seller on any account whatsoever.
6.2 The Buyer shall be entitled to sell such goods in the ordinary course of the Buyer’s business but in the event of the Buyer so doing the Buyer shall hold upon trust for the Seller such part of the proceeds of sale as may be required to satisfy all sums due to the Seller, together with any interest payable thereon.
6.3 If any sum due from the Buyer to the Seller on any account whatsoever remains unpaid after the Seller has given to the Buyer 2 days’ written notice of its intention to exercise its rights under this condition the Buyer shall be deemed to have repudiated this agreement and the Seller shall be entitled to terminate this agreement to forfeit any sums paid to it by the Buyer in respect of the goods and to recover the goods if necessary by entry into and removal from the Buyer’s premises at the Buyer’s cost without prejudice to any other claim which the Seller may have against the Buyer.
6.4 Notwithstanding anything contained in these conditions the goods are to be at the risk of the Buyer at all times after they have been delivered to or collected by the Buyer.

7. Prices
7.1 The Seller’s prices are without engagement and are valid until cancelled.
7.2 The prices in force on the day of delivery are charged.
7.3 Prices quoted by the Seller exclude VAT.

8. Payment
8.1 To be made direct to the Seller at the Seller’s address at Kluthe UK Limited, Suite 159, Milton Keynes Business Centre, Foxhunter Drive, Milton Keynes, MK14 6GD, unless advised otherwise, or direct by telegraphic transfer to the Seller’s bank account.
8.2 United Kingdom – payment shall be made nett 30 days from date of invoice unless prior notice of a Proforma invoice is requested.
8.3 The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Intellectual Property Rights
9.1 The Buyer recognises that the intellectual property rights (including but not limited to the copyright, patent rights, trademark rights and trade name rights) relating to goods sold by the Seller or other items provided by the Seller are vested in the Seller, or in one of the companies of the group to which the Seller belongs.
9.2 If the Buyer discovers that one or more third parties have infringed the intellectual property rights, the Buyer has an obligation to inform the Seller forthwith.
9.3 The Buyer is not permitted to use any trademark or other distinguishing mark belonging to the Seller as, or as part of, including but not limited to the use of an internet domain name or alphanumeric telephone number.
9.4 The Buyer gives the Seller permission to enter all information concerning the sale and other information provided by the Buyer in a database and to use the information in the database. All rights to this database are vested in the Seller.

10. Buyers Default
If the Buyer shall make default in the punctual payment of any sum due to the Seller under the contract or under any previous contract with the Seller or shall fail to take delivery of any goods or if any distress or execution is levied upon the Buyer’s assets or if the Buyer shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy of it a petition or receiving order in bankruptcy is presented or made against the Buyer or if the buyer is a limited company and any resolution or petition for winding up (other than for the purpose of amalgamation or reconstruction) shall be pleaded or presented by it to any administrator or an administrative receiver of such company’s assets or any part thereof shall be appointed of if the Buyer shall in the Seller’s opinion be unable to meet any of its obligations under the contract the Seller shall be entitled to determine the contract without prejudice to any other claims or rights which the Seller might possess thereunder and shall further be entitled to take possession of all its goods in the possession or under the control of the Buyer after the Seller has given to the Buyer two days’ written notice of its intention to exercise such rights for which purpose the Buyer authorises the Seller its servants or agents to enter upon any land or premises on which such goods may be situate.

11. Liability
11.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law, excluded from the Contract.
11.2 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.
11.3 Subject to conditions 11.1 and 11.2 the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12. Force Majeure
The Seller shall be relieved of all or any of its obligations under the contract to the extent that the performance of such obligation is prevented frustrated or impeded in consequence of any statute regulation or order of any government council or other authority or any strike lock-out trade dispute (whether or not involving the Seller’s employees) or any other cause whether or not of a like or similar nature beyond the Seller’s control.

13. Construction
These conditions and the contract shall be subject to and construed in accordance with English Law.

14. Jurisdiction
The English Courts shall have exclusive jurisdiction in relation to all disputes and claims arising between the Seller and the Buyer arising out of the supply of goods by the Seller to the Buyer.