KENGARY ELECTRIC TERMS & CONDITIONS
In these Conditions the following words shall have the following meanings.
"Buyer" means the purchaser of the Goods and/or Services referred to in these Conditions as "You" or "Your".
"Conditions" means the standard terms and conditions of sale set out in this document.
"Confirmation" means a written confirmation in the form of an electronic message acknowledging Your Order.
"Contract" means a legally binding contract made in accordance with Clause 3 of these Conditions.
"Goods" means the goods described in the Order.
"Order" means an order placed by You for the purchase of Goods and/or Services.
"Party" means a party to the Contract.
"Price" means the price of the Goods and/or Services detailed in the Acknowledgement.
"Seller" means Kengary Electric a Trading Name of Mountring Ltd (registered in England under company number 3487736) referred to in these Conditions as "We", "Our" or "Us".
"Services" means the services described in the Order.
"Site" means Our website found at http://www.kengaryelectrical.co.uk.
"Working Day" means any day (other than a Saturday and Sunday) on which the London clearing banks are open for business.
1.1 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.
1.4 Any reference to a Clause shall mean a clause of these Conditions.
2 REGISTRATION AND ACCEPTANCE OF OUR CONDITIONS
2.2 If You register with Us via our Site, You will be deemed to accept these Conditions and You may copy these Conditions and store them for Your future reference. Please read the provisions set out below carefully and confirm Your agreement to them before submitting an Order.
2.3 When You register You may create a customer I.D. We will issue You with a password and confirm the customer I.D. that You have selected, or if You choose a customer I.D. that is in use or inappropriate, You will be asked to choose another customer ID. You must at all time keep your password and customer I.D. confidential.
2.4 You must notify Us immediately of any unauthorised use of Your customer ID or password, or of any breach of security known to You. We can require You to change Your customer ID and/or password for security reasons. If You wish to change Your customer ID and/or password You may contact Us and do so.
2.5 You are responsible for all activities which occur under Your customer ID and password, save where such activities occur as a result of Our negligence.
3 PLACING AN ORDER AND CANCELLATION
3.1 The Goods displayed on the Site and information about the Goods, the Services and the Price on are an invitation to place an Order only and not an offer to buy.
3.2 An Order is placed when you click the "Complete Order" button on Our order form and the placing of such Order will constitute an offer by You to purchase the Goods and/or Services subject to these Conditions.
3.3 We shall acknowledge receipt of Your Order with a Confirmation
3.4 The Order shall be accepted by Us when You receive an Acknowledgement which, subject to the provisions of Clause 3.5, shall create a Contract which is subject to these Conditions. The date of the Order shall be the date which We issue the Acknowledgement.
3.5 Acceptance of Your Order is not a guarantee by Us of the availability of the Goods and all acceptances are conditional on availability of the Goods and the availability of resources to perform the Services.
3.6 If You are an individual purchasing as a consumer (as defined by the Distance Selling Regulations 2000) You must be over eighteen (18) years of age and have completed Our registration process before You can purchase Goods and/or Services from Us.
3.7 If the Goods which You have ordered are not available or We are unable to perform the Services you have requested, We shall inform You of this as soon as possible but in any event within thirty (30) days from when You placed Your Order.
3.8 If You receive confirmation of an Order which You did not place, or if the details in the Acknowledgement do not match the Order which You placed or intended to place, You must contact Our customer services department to cancel the Order or correct the details.
3.9 If You have placed the Order as a consumer (as defined by the Distance Selling Regulations 2000) You may cancel the Order at any time within seven (7) days of receiving the Goods without any liability to Us except any direct cost incurred by Us in relation to the Goods being returned and We will refund to You any part of the Price that We have received, provided the Goods are returned undamaged and in the original packaging and that the Goods have not been specifically tailored to Your specifications, or personalised, or the Goods by their very nature cannot be returned or are liable to deteriorate.
3.10 If You are purchasing the Goods and/or Services as an agent on behalf of a third party who will be paying the Price, You confirm that You have been instructed by such third party to place the Order and that You have the power to bind such third party to the Contract as though it were itself a Party. If You have not been instructed by such third party to place the Order, or You do not have the power to bind such third party to the Contract, You shall indemnify Us for the Price of any Order made without such authority and any liabilities We may incur from the placing of the Order.
3.11 If you are purchasing Goods and/or Services through the catalogue by placing a telephone or written Order, the telephone or written Order for the Goods and/or Services issued by You will be deemed to be an offer by You to purchase the Goods and/or Services subject to these Conditions.
3.12 No telephone or written Order placed by You will be deemed to be accepted by Us until an Acknowledgement is issued by Us.
3.13 The issue of an Acknowledgement by Us shall constitute acceptance of the telephone or written Order and shall create a Contract subject to these Conditions.
3.14 No terms or conditions stipulated orally or contained in any written Order or other similar document issued by You to Us will form part of the Contract.
3.15 If You place an Order for Goods for which We are required to tailor the Goods to Your specifications, or the quantity of Goods is such that We are required to place a specific order with Our suppliers, We will ask for payment of the Price in full in advance.
3.16 Subject to the provisions of Clause 3.9, You may not cancel any Order once We have accepted it pursuant to Clause 3.4 or 3.13, unless You indemnify Us in full for any costs and/or consequential losses We incur.
4 BASIS OF SALE
4.1 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to You, or upon which the Order may be placed by You.
4.2 Subject to Clauses 5.1 and 17 of these Conditions, no variation of the Contract shall be binding unless agreed in writing by one of Our authorised representatives.
4.3 Our employees and agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by Us in the Acknowledgement. In entering into the Contract You acknowledge that You do not rely on any such representations which are not confirmed in the Acknowledgement.
4.4 All illustrations, dimensions, weights and capacities listed on the Site, or in any catalogue, price list or other advertisement are intended merely to present a general idea of the Goods described and shall not form part of the Contract. The Goods described on the Site, although often a standard design, are subject to Our policy of continuous improvement and We reserve the right to incorporate changes or to make substitutions.
4.5 Any typographical, clerical or other error or omission on the Site or in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Us shall be subject to correction without any liability on Our part.
4.6 We will retain a copy of Your Order and Our Acknowledgement for the period of one year from the date Your Order was placed with Us and You may have access to either or both by contacting Us.
5 VARIATION OF GOODS
5.1 We reserve the right in Our absolute discretion to make any changes to the Goods and/or Services which do not in Our opinion materially affect the quality of the Goods and/or the Services..
6 PRICE AND PAYMENT
6.1 The Price displayed is in pounds sterling (unless otherwise stated) and is exclusive of VAT and all other applicable taxes of any country, including but without limitation import taxes, but is inclusive of delivery charges for mainland England, Wales, Scotland and Northern Ireland (unless otherwise stated). You must notify Us if You require Us to deliver outside of mainland England, Wales, Scotland and Northern Ireland and We will inform You whether We can deliver the Goods and/or provide the Services and confirm the cost.
6.2 Payment must be made in pounds sterling and can be made by using any major UK credit card, debit card or corporate purchasing card shown on the Site or on an account basis. Accounts are opened solely at Our discretion and all sums are due strictly within 30 days from the date of the invoice.
6.3 Payment by any UK credit card, or debit card or corporate purchasing card is subject to authorisation by the credit card issuer. If such authorisation is refused to Us, We will not be liable for any delay or non-delivery of the Goods and the Order will be deemed to be cancelled.
6.4 We will take all reasonable care to keep Your Order and payment details secure, but We will not be held liable for any loss You might suffer if a third party obtains unauthorised access to any data You have submitted to the Site unless such loss has been caused by Our negligence.
6.5 We do not currently accept credit card payments but if payment is made by UK credit card or debit card, the card will be debited when the Order is placed. If payment is made by corporate purchasing card, the purchasing card shall be debited when We raise the invoice.
6.6 All Orders placed through the Site will not be subject to any administration handling charge. Any Order which is under £50 and which is not placed through the Site will be subject to an administrative handling charge.
6.7 We reserve the right to increase the Price without prior notice.
6.8 If You fail to pay Us any sum due pursuant to the Contract, You will be liable to pay interest to Us on such sum from the due date for payment at an annual rate of four percent (4%) above the base lending rate of Barclays Bank plc from time to time accruing on a daily basis until payment is made in full (whether before or after any judgement).
6.9 Without prejudice to Clause 6.8, if You fail or We reasonably believe that You will fail to pay for the Goods and/or the Services when due We may demand payment of all sums due, treat the Contract as repudiated by You and suspend any future performance of the Contract until all overdue sums have been paid.
7 DELIVERY, RISK AND TITLE
7.1 Delivery of the Goods shall be made to the address on mainland England, Scotland, Wales or Northern Ireland that You provide in the Order, or such other address that We may agree in writing.
7.2 We will deliver the Goods and/or commence the Services on a Working Day convenient to Us unless You give Us specific instructions in which case We will arrange a due date for delivery of the Goods and/or commence the Services. If You fail for any reason to take delivery of the Goods on the due date re-delivery will take place at Your cost on alternative Working Day at Our convenience unless You notify Us in writing when We will agree on a mutually convenient Working Day. If You fail to take delivery of the Goods on the re-arranged delivery date:
(a) delivery will be deemed to have taken place on the second due date
7.3 We will endeavour to deliver the Goods and/or commence the Services to You within thirty (30) days of You placing the Order with Us but You acknowledge that it may not always be possible to deliver the Goods and/or commence the Services within this timeframe and You agree that delivery of the Goods and/or commencement of the Services may take longer. Any dates or times for delivery of the Goods and/or commencement of the Services quoted by Us are estimates only. We shall not be liable if the Goods are not delivered and/or the Services are not commenced within thirty (30) days or for any failure to meet any estimated delivery date or for any costs, charges or expenses incurred as a result of any delay. You will not be entitled to refuse to accept any Goods or the provision of any Services or to cancel the Contract with Us merely because of such failure.
7.4 We reserve the right to deliver and invoice the Goods and/or provide the Services in instalments and in such event each instalment shall be treated as a separate Contract and delivery of further instalments may be withheld until the Goods and/or Services comprised in earlier instalments have been paid for in full.
7.5 Goods will be delivered at the point on Your premises most convenient for Our carrier. Further transfer or installation within Your premises, regardless of the size and weight of the Goods, will be charged extra. You must notify Us of any obstacles on Your premises, (including but without limitation, narrow driveways, rough terrain and unauthorised access) which may preclude Us from delivering the Goods and/or providing the Services and an additional fee will be agreed prior to such delivery of the Goods and/or commencement of the Services.
7.6 Risk of damage to or loss of the Goods shall pass to You:
7.7 Subject to the provisions of Clause 7.9, the property in the Goods shall not pass to You until We have received in cash or cleared funds payment in full of the Price and all other sums due to Us from You. Until such time as property in the Goods passes to You, You shall hold the Goods as Our fiduciary agent and bailee, and shall keep the Goods properly stored, protected, fully insured and identified as Our property on the insurance policy, a copy of which You shall supply to Us following a request by Us to see it.
7.8 If You are in business You may offer for sale and sell the Goods, provided you do so only at the best obtainable price in the ordinary course of your business as principal and not as Our agent. We shall, by reason of the relationship of bailment between You (as bailee) and Us (as bailor) be and remain legally and beneficially entitled to the proceeds of sale of the Goods and You shall pay such proceeds of sale into a separate account or, otherwise, shall ensure that all of the proceeds of the sale are kept by or on behalf of You in a separate and identifiable form. The proceeds shall not be paid into an overdrawn bank account. Upon receipt of the proceeds of sale, You shall discharge Your debt to Us and shall not use or deal with the proceeds of sale in any way whatsoever until such debt has been discharged. If You are not in business You shall not be entitled to sell, pledge or in any way charge by way of security for any indebtedness any of the Goods which remain Our property
7.9 If You pay the Price to Us in full prior to the Goods being manufactured by Us or ordered by Us, risk in the Goods shall pass pursuant to Clause 7.6 and property in the Goods shall be deemed to pass at the same time.
7.10 Until such time as property in the Goods passes to You, We shall be entitled at any time to require You to return the Goods to Us and, if You fail to do so promptly, to enter upon any of Your premises or any premises of a third party where the Goods are stored and repossess the Goods.
7.11 The manner of packing and transportation of the Goods shall be at our discretion with no charge to You unless We specify otherwise. No liability shall be accepted for failure to pack to any particular standard, or against any particular risk unless the requirement for such packing is specifically brought to Our attention, accepted in writing by Us and paid for by You.
7.12 Before signing for the Goods in good condition the Goods and packaging must be checked carefully. If the packaging is damaged, or the Goods appear to be damaged, or any parts missing, You must inform Us immediately having made an appropriate note on the carrier's delivery documentation.
7.13 Subject to the provisions of Clause 3.9, if You do not notify Us immediately of such damaged packaging, or parts missing, You may lose the right to reject the Goods.
8 WARRANTIES AND LIABILITY
8.1 Subject to the provisions of clause 8.2, we warrant in respect
of all goods that for a period of one (1) year from the date of delivery
of the goods we will, at our sole discretion, repair or replace any
defective goods (or the part in question) arising from defective materials
or defective workmanship on our part within a reasonable period of time
or refund to you the price.
9.1 We shall have no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Our approval.
9.2 We shall be under no liability if the total Price has not been paid by the due date for payment.
9.3 Any claim by You which is based on any defect in the quality or condition of the Goods shall be notified to Us within ten (10) days from the date of delivery. If You do not notify Us accordingly, You shall not be entitled to reject the Goods and We shall have no liability for such defect or failure, and You shall be bound to pay the Price.
9.4 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 is notified to Us in accordance with these Conditions, We shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at Our sole discretion, refund to You the Price (or a proportionate part of the Price), but We shall have no further liability to You.
9.5 Except in respect of death or personal injury caused by Our negligence, We shall not be liable to You in contract, tort (including but without limitation, negligence or breach of statutory duty) or for any misrepresentation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss, including but without limitation, loss of profit, loss of business, loss of goodwill, overhead recovery or any other costs, damages, expenses or other claims for compensation whatsoever (whether caused by Our negligence or Our employees, agents or otherwise) which arise out of or in connection with the provision of the Services, or the sale of the Goods or their use or resale by You, and
10 FORCE MAJEURE
10.1 We shall not be liable to You or be deemed to be in breach of
any Contract by reason of any delay in performing, or any failure to
perform, any of Our obligations in relation to the provision of the
Services and/or sale of the Goods if the delay or failure was due to
any of the following acts of force majeure beyond our reasonable control:
10.2 If any of the circumstances detailed in Clause 10.1 should arise, We shall have the right to cancel or suspend the Contract and/or defer delivery without incurring any liability of any nature to You. If such event detailed in Clause 10.1 exceeds a period of three (3) months from You placing the Order, We shall notify You. You shall then be entitled to cancel Your Order without any liability to Us and We shall refund to You any part of the Price paid in relation to such cancellation or suspension.
11 INTELLECTUAL PROPERTY AND THE SITE
11.1 The names, images, pictures, logos and icons identifying Us, or Our Goods and/or Services are, unless otherwise stated, our intellectual property. Other products, pictures, images, logos, and icons and company names mentioned on Our Site may belong to other companies.
11.2 All intellectual property rights in the design, content and arrangement of Our Site (including its text and graphics, all software compilations or underlying source code, and all other material on our website) are reserved by Us or Our content and/or technology providers.
11.3 You may not use any materials contained on Our Site for any purpose other than placing an Order for the Goods and/or Services and taking a copy of these Conditions which must be used strictly for Your own record.
11.4 Access to the Site is on an "as is" basis and We give no further warranties, express, implied or statutory including but without limitation, the implied warranties of satisfactory quality or fitness for a particular purpose of the Site or the availability of the Site and We shall be under no liability for any downtime or malfunction of the Site.
12 CUSTOMER DEFAULT
12.1 We may, without prejudice to any rights or remedies which We may
have against You defer or cancel the Contract if:
13.1 You shall indemnify Us in full against and hold Us harmless from all claims, costs, damages, liabilities, expenses (including but without limitation legal expenses) demands and judgements awarded against or incurred or paid by Us as a result of or in connection with any and all of Your acts, inactions and or omissions (and if You are in business, the acts, inactions and omissions of Your employees, agents and subcontractors).
14 EXPORT SALES
14.1 Notwithstanding any other provision of these Conditions, the provisions of this Clause 14 will apply where the Goods are supplied for export from the United Kingdom unless otherwise agreed in writing between the Parties.
14.2 The Uniform Laws on International Sales Act 1967 shall not apply.
14.3 We shall be under no obligation to give You notice as specified in Section 32(3) of the Sales of Goods Act 1979 and the Goods shall be at Your risk during both sea transit and air transit and from the point the Goods leave Our premises. Title in the Goods shall pass to You on receipt of payment in full of the Price.
14.4 Section 26(3) of the Unfair Contract Terms Act 1977 shall apply and all liability for death or injury arising directly or indirectly from the sale of the Goods in circumstances where Your main place of business, or Your habitual residence, is outside the United Kingdom shall be expressly excluded to the fullest extent permissible by law.
14.5 You shall be solely responsible for obtaining all import authorisations and complying with any legislation or regulation governing the export of the Goods from the United Kingdom and the importation of the Goods into the country of destination and for payment of any relevant duties or taxes.
14.6 You shall make payment in pounds sterling in advance of delivery of the Goods, or if We agree in writing, either by way of an irrevocable letter of credit confirmed by a UK clearing bank at Your expense, or on an account basis which We may open at Our discretion and which must be settled by You strictly within 30 days from the date of the invoice.
14.7 All Goods will be sold on an ex works basis unless We agree otherwise in writing.
15.1 The Contract is personal to You and You shall not assign or transfer or purport to assign or transfer to any other person any of Your rights or sub-contract any of Your obligations under the Contract.
15.2 We may assign or subcontract the performance of some of Our obligations under the Contract, including but without limitation, the provision of the Services.
16.1 Notices shall be deemed to be served on delivery when delivered by hand, on receipt of a printout confirming due transmission when transmitted by facsimile, or five (5) days after mailing if sent by mail, provided the postage is properly paid and such notice is correctly addressed to the respective party at the address made known by each Party prior to entering into the Contract. If You change Your address for notification purposes, then You shall give Us written notice of the new address and the date on which it shall become effective. We shall notify You of a change of Our address on the "contacts" page of the Site which You should always check before attempting to contact Us.
17 VARIATION OF CONDITIONS
17.1 We reserve the right to amend these Conditions without any prior notice to You. The supply of Goods and/or Services to You will be governed by the Conditions which were current when You placed Your Order.
18 NO WAIVER
18.1 No waiver by Us of any breach of the Contract or these Conditions by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
19 NO PARTNERSHIP OR JOINT VENTURE
19.1 Nothing in the Contract or these Conditions shall constitute or be construed as constituting a partnership or joint venture between You and Us or shall authorise either Party to enter into contractual relationships or incur obligations on behalf of the other Party.
20 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
20.1 An entity which is not expressly a Party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
21.1 If any provision of these Conditions or the Contract is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the remainder of these Conditions and the Contract shall continue in full force and effect.
22 ENTIRE AGREEMENT
22.1 These Conditions and the Contract formed pursuant to them represent the entire agreement between the Parties relating to the purchase of the Goods and/or the Services and supersedes all prior agreements, arrangements and undertakings between the Parties relating to the Goods and/or the Services and You agree that You will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of Us prior to entering into the Contract which You relied upon in entering into the Contract whether such representation was made orally or in writing. Nothing in these Conditions shall exclude or limit Our liability for fraudulent misrepresentation.
23 GOVERNING LAW
24 TELEPHONE CALLS