KINGDOM TIMBER ENGINEERING LTD
CONDITIONS OF SALE
These Conditions of Sale apply to all sales and supplies of goods and services by Kingdom Timber Engineering Ltd. Please read them carefully. Nothing in these conditions is intended to affect any statutory rights which cannot lawfully be excluded or restricted.
- Definitions
In these conditions, the following words shall have the following meanings:
“KTE”, “we”, “us” or “our” means Kingdom Timber Engineering Limited, registered under the Companies Acts and having its registered office at Blackadders LLP, 10 Euclid Crescent, Dundee DD1 1AG
“You” or “Buyer” means the person, firm, company or organisation purchasing, or seeking to purchase, goods or services from KTE.
“Goods” means any products, materials, components, services, designs, drawings, work or other items supplied or to be supplied by KTE, including any part or parts of them.
“Contract” means each contract between you and KTE for the sale and purchase of Goods, incorporating these conditions, any quotation, order acknowledgement, specification, drawing or design approved by or on behalf of you.
“Quotation” means any written quotation, estimate or proposal issued by KTE.
“Design” means any design, drawing, specification, calculation, measurement or manufacturing information used by KTE in connection with the Goods.
- General
These conditions apply to all quotations, orders, sales and supplies by KTE unless a change is agreed in writing and signed by a Director of KTE.
Any terms or conditions contained in your purchase order, official order form, confirmation, specification or other document shall not apply unless expressly agreed in writing by KTE. For administrative convenience you may use your own order documents, but those documents shall not override these conditions.
A quotation issued by KTE may be withdrawn at any time before it is accepted. No order shall be binding on KTE until KTE has issued a written acknowledgement of order or has supplied the Goods, whichever happens first.
Each order accepted by KTE shall form a separate Contract.
Descriptions, illustrations, brochures, catalogues and website information are provided for general guidance only and shall not form part of the Contract unless expressly confirmed in writing by KTE.
- Specification, measurements and design
The quantity, description and specification of the Goods shall be as set out in KTE’s quotation, order acknowledgement, design, drawing or other written confirmation.
KTE does not accept responsibility for taking site measurements unless expressly agreed in writing. You are responsible for ensuring that all dimensions, drawings, site information, specifications and other information supplied by you, or on your behalf, are complete, accurate and suitable.
Where Goods are manufactured to your drawings, measurements, designs, specifications or instructions, KTE shall be responsible only for manufacturing the Goods in accordance with the information provided or approved by you.
You must check all quotations, drawings, designs, specifications and order acknowledgements carefully. Any error, omission or inaccuracy must be notified to KTE immediately and, in any event, before manufacture begins.
Any design, drawing, specification or advisory service provided by KTE is provided with reasonable care and skill. No other warranty or undertaking is given in respect of such services unless expressly agreed in writing. KTE shall not be liable where Goods are used, installed or erected before any required approvals, permissions, warrants, engineer approvals or other consents have been obtained.
You shall indemnify KTE against any claim, loss, cost or expense arising from KTE’s use of any design, drawing, specification or instruction supplied by you, including any claim for infringement of intellectual property rights.
- Price
Unless otherwise agreed in writing, the price of the Goods shall be the price stated in KTE’s quotation or order acknowledgement.
Prices are exclusive of VAT and any other taxes, duties or levies, which shall be payable by you in addition to the price.
Unless expressly stated otherwise, prices do not include carriage, loading, unloading, special packaging, insurance or storage charges.
KTE may adjust the price to reflect any increase in the cost of materials, labour, transport, fuel, insurance, duties, exchange rates, supplier costs or other costs outside KTE’s reasonable control occurring before delivery or manufacture.
KTE may correct any clerical, administrative, typographical or arithmetical error in any quotation, acknowledgement, invoice or other document.
Any alteration requested by you to design, quantity, specification, weight, quality, delivery requirements or timescale may result in an adjustment to the price.
- Payment terms
Unless otherwise agreed in writing, payment is due no later than the end of the month following the date of invoice.
Where you do not have an approved credit account with KTE, payment shall be due before Goods are released, delivered or made available for collection, unless KTE agrees otherwise in writing.
KTE may grant, refuse, vary or withdraw credit facilities at any time at its sole discretion.
Time for payment shall be of the essence. Payment shall not be treated as received until KTE has received cleared funds.
You must make all payments in full and without deduction, retention, set-off, counterclaim, discount or withholding unless required by law or agreed in writing by KTE.
If any payment is overdue, KTE may, without limiting any other rights:
- charge interest at 5% per annum above the base lending rate of Virgin Money from the due date until payment is received;
- claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable;
- suspend or cancel further deliveries;
- withhold release of Goods;
- withdraw credit facilities;
- require immediate payment of all outstanding sums, whether or not otherwise due.
- Delivery and collection
KTE will use reasonable efforts to deliver or make Goods available within any stated timescale. Delivery dates and times are estimates only unless expressly agreed in writing. Time of delivery is not of the essence.
KTE shall not be liable for delay in delivery or non-delivery unless caused by KTE’s breach of contract and, in any event, KTE shall not be liable for loss of profit, loss of business, site delay costs, labour standing time, penalties, liquidated damages under another contract, or other indirect or consequential losses arising from delay.
KTE may deliver Goods by instalments and invoice each instalment separately.
Where Goods are to be collected by you, delivery shall take place when the Goods are made available for collection or collected by you or your carrier.
Where Goods are delivered by KTE, its supplier or carrier, delivery shall take place when the Goods are unloaded, or made available for unloading, at the delivery address or at the nearest suitable point of vehicular access.
KTE, its supplier or carrier shall be the sole judge of the suitability of access roads, ground conditions, loading areas and the nearest suitable point of vehicular access.
You are responsible for ensuring that there is safe and suitable access for delivery, together with sufficient labour, plant and equipment for prompt and safe unloading. You are also responsible for compliance with all applicable health and safety requirements at the delivery site.
If KTE, its supplier or carrier considers that access, ground conditions, labour, plant, equipment or unloading arrangements are unsafe or unsuitable, delivery or unloading may be refused. Any additional cost, delay, re-delivery charge or storage cost shall be payable by you.
If you fail to take delivery, fail to collect Goods, or KTE is unable to deliver because of your act, omission or failure to provide instructions, documents, access, labour, equipment or authorisations:
- the Goods shall be treated as delivered;
- risk in the Goods shall pass to you;
- KTE may store the Goods; and
- you shall be liable for all related costs, including storage, insurance, handling and re-delivery charges.
- Risk, ownership and title to Goods
Risk in the Goods shall pass to you on delivery, deemed delivery or collection.
Ownership of the Goods shall not pass to you until KTE has received payment in full, in cleared funds, for:
- the Goods; and
- all other sums due from you to KTE on any account.
Until ownership passes to you, you shall:
- hold the Goods as KTE’s property;
- store them separately from other goods where reasonably practicable;
- keep them clearly identifiable as KTE’s Goods;
- keep them in good condition;
- insure them against all usual risks; and
- not remove, deface or obscure any identifying mark or packaging.
You may resell or use the Goods in the ordinary course of your business before ownership passes, provided that any such sale is made as principal and at full market value. This right shall end immediately if you fail to pay any sum due to KTE, become insolvent, cease or threaten to cease trading, have any diligence or enforcement action taken against you, or otherwise breach these conditions.
KTE may recover Goods to which it retains title if your right to possession has ended. You grant KTE, its agents and employees an irrevocable licence to enter any premises where the Goods are or may be stored for the purpose of inspecting, recovering or removing them.
KTE may recover payment for Goods even though ownership has not passed to you.
- Shortages, damage and defects
You must inspect the Goods as soon as reasonably practicable after delivery or collection.
Any claim for shortage, damage in transit, mis-delivery or defect which would be apparent on reasonable inspection must be notified to KTE in writing within 3 working days of delivery or collection.
Any other defect must be notified to KTE in writing as soon as reasonably practicable after discovery.
KTE shall not be liable for any shortage, damage or defect unless you give KTE a reasonable opportunity to inspect the Goods and, if requested, return the Goods or relevant part to KTE.
KTE shall not be liable for any defect or failure where:
- the Goods have been altered, cut, fixed, installed, treated, repaired or used after the defect should reasonably have been noticed;
- the Goods have not been stored, handled, installed, maintained or used in accordance with KTE’s instructions, supplier instructions or good trade practice;
- the defect arises from information, drawings, measurements, designs or specifications supplied by you or on your behalf;
- the defect arises from normal variations in timber or other natural materials;
- the defect arises from fair wear and tear, misuse, neglect, abnormal conditions or wilful damage;
- you have failed to pay for the Goods.
Where KTE accepts that Goods are defective, KTE may, at its option, repair the Goods, replace the Goods, supply missing Goods, or refund the price of the defective or missing Goods. This shall be KTE’s sole obligation in respect of such defect, shortage or damage.
- Warranty
Goods supplied with advertised or stated stress capacities are warranted to possess such capacities when supplied, provided that they are used, stored, handled, installed and maintained correctly and for the purpose for which they were supplied.
Except as expressly stated in these conditions, Goods are not sold as fit for any particular purpose unless you made that purpose known to KTE in writing before the Contract was made and KTE confirmed in writing that the Goods were suitable for that purpose.
Where Goods are manufactured or supplied using timber or other natural materials, you acknowledge that such materials may be subject to natural variations in colour, grain, texture, moisture content, movement, splits, knots and other natural characteristics.
Subject to these conditions, if Goods prove defective within 6 months from the date of delivery due to faulty materials or workmanship, KTE may, at its option, repair or replace the defective Goods, supply replacement parts, or refund the price of the defective Goods.
- Cancellation
You may not cancel an order without KTE’s written agreement.
Where Goods are bespoke, specially ordered, manufactured to your requirements, or manufactured to a design, drawing, measurement or specification supplied or approved by you, KTE may charge you for all costs, losses and expenses arising from cancellation.
Where manufacture has begun, KTE may charge up to 100% of the price of the cancelled Goods.
Where manufacture has not begun but KTE has ordered bespoke or special materials, components or services for your order, KTE may charge you for the full cost of those items and any related losses or expenses.
- Limitation of liability
Nothing in these conditions shall limit or exclude KTE’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.
Subject to the above, KTE shall not be liable for:
- loss of profit;
- loss of business;
- loss of contract;
- loss of opportunity;
- depletion of goodwill;
- site delay costs;
- labour standing time;
- penalties or charges under any other contract;
- indirect or consequential loss.
Subject to the above, KTE’s total liability arising out of or in connection with any Contract, whether in contract, delict, negligence, breach of statutory duty or otherwise, shall not exceed the price paid or payable for the Goods giving rise to the claim.
Except as expressly stated in these conditions, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted by law.
- Termination and suspension
KTE may suspend performance, suspend deliveries, withhold Goods, cancel orders or terminate any Contract immediately if:
- you fail to pay any sum when due;
- you breach these conditions or any other contract with KTE;
- you become insolvent or appear to KTE to be unable to pay your debts;
- a liquidator, receiver, administrator, trustee, manager or similar officer is appointed over you or your assets;
- diligence, enforcement or similar action is taken against you;
- you cease or threaten to cease trading;
- KTE reasonably believes that you may not pay for Goods in accordance with these conditions.
On termination, all sums due to KTE shall become immediately payable. Termination shall not affect any rights or remedies which have already accrued.
- Force majeure
KTE shall not be liable for any delay, failure, suspension or cancellation caused by circumstances beyond its reasonable control, including fire, flood, storm, accident, war, terrorism, epidemic, pandemic, strike, labour dispute, shortage of materials, supplier failure, transport delay, fuel shortage, power failure, machinery breakdown, government action, changes in law, import or export restrictions, or any other event beyond KTE’s reasonable control.
Where such circumstances occur, KTE may delay, suspend, reduce or cancel delivery or performance without liability.
- Notices
Any notice under these conditions must be in writing and may be delivered by hand, sent by first class post, or sent by email to the address last notified by the receiving party.
A notice sent by first class post shall be treated as received two working days after posting. A notice sent by email shall be treated as received on the next working day after transmission, provided no delivery failure notification is received.
- Personal guarantee and indemnity
If the Buyer is a limited company, limited liability partnership, trust or unincorporated voluntary association, the directors, members, trustees or office bearers, as the case may be, of the Buyer each personally, jointly and severally, unconditionally and irrevocably, until all sums due to KTE by the Buyer have been paid:
- guarantee the payment of all sums due to KTE by the Buyer;
- indemnify and hold harmless KTE in respect of any losses sustained by KTE as a result of trading with the Buyer; and
- agree that the foregoing guarantee and indemnity shall not be discharged or affected by:
- anything that would not have discharged or affected them if they had been a principal debtor instead of a guarantor;
- any waiver, failure to enforce or giving of time by KTE; or
- any increase in the credit limit extended to the Buyer.
- Data and credit information
KTE may hold and use information about you for account administration, credit assessment, credit control, debt recovery, market analysis and to improve the products and services it offers.
KTE may carry out credit checks and may share information with credit reference agencies, insurers, debt recovery agents, professional advisers and other relevant third parties where lawful and necessary.
Use of personal data shall be dealt with in accordance with KTE’s privacy policy.
- Law and jurisdiction
The Contract, including these conditions, shall be governed by and construed in accordance with the law of Scotland.
The parties submit to the exclusive jurisdiction of the Scottish courts.
