“Buyer” means the person or company who buys or agrees to buy the goods from the seller.
“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.
“Delivery Date” means the date specified by the Seller when the goods are to be delivered.
“Goods” means the articles that the Buyer agrees to buy from the Seller.
“Price” means the price for the Goods excluding delivery, packing, insurance and VAT.
“Total Price” means the price for Goods including delivery, packing, insurance and VAT.
“Website” means http://www.koller.co.uk
“Seller” means Koller Engineering Ltd whose registered office is at 5, Garrett Road, Lynx Trading Estate, Yeovil, Somerset BA20 2TJ.
2.1 These Conditions shall apply to all contracts for the 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 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 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.
3.1 The Price shall be the price as shown in the Seller’s current price list at the date of order (subject to any discount the Seller has agreed with the Buyer from time to time) or as shown in a Quotation.
3.2 For Credit accounts, payment of the Total Price shall be due within 30 days of the date of the invoice.
3.3 For non-credit accounts, payment of the Total Price shall be by Proforma Invoice in advance of Goods being supplied. Payment for Goods to customer specification will be on a Proforma Invoice basis and payment will be required before Goods are manufactured.
3.4 If the Price is not paid in full by the invoice due date, 15% of the outstanding debt will be chargeable to the Buyer.
3.5 Any fees, charges etc. which may be incurred in the collection of overdue accounts will be chargeable to the Buyer.
4.1 The Price shall be the price as shown on the Seller’s website.
4.2 The Total Price is calculated automatically and is shown on the Basket and Check Out pages.
4.3 Payment of the Total Price is due immediately from the Buyer before acceptance of the offer by the Seller.
The quantity and description of the Goods shall be as set out in the Seller’s quotation and the Buyer shall be deemed to have checked the number and quality on the delivery of the goods.
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
7.1 Delivery of the Goods shall be made to the Buyer’s address or specified delivery address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
7.2 The Seller will use reasonable endeavours to meet the Delivery Date but shall not otherwise incur any liability whatsoever for any loss or damage resulting from delay however caused.
7.3 If the Buyer requests any special delivery arrangements then any additional costs incurred will be payable by the Buyer.
7.4 The Seller may deliver the goods by instalments, each instalment to be a separate contract. The Seller shall not be liable to the Buyer for short delivery.
8.1 The Buyer shall be deemed to have accepted Goods after delivery to the Buyer.
8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
Except as set out as in clause 10 below:
9.1 Return of Goods shall not be made without prior agreement with the Seller and will be at the Buyer’s risk and expense.
9.2 Goods that the Seller agrees to accept back will be subject to a handling charge of 10%.
9.3 All returned Goods must be in “as-new” condition and packed in original packing. The Seller will not credit any Goods not returned in “as-new” condition.
9.4 The Seller is unable to accept any return of Goods, or credit any Goods, that are designs or specifications supplied by the Buyer.
If the Buyer is a “consumer” as defined in The Consumer Protection (Distance Selling) Regulations 2000:
10.1 The Buyer may cancel the Goods in writing to the Seller within 14 days from the day after the Goods were received.
10.2 If the Goods are cancelled the Buyer must ensure reasonable care is taken of the Goods and return or make them available for collection in their original packing.
10.3 The Goods must be returned to the Seller within 14 days of delivery.
10.4 Goods returned or collected will be at the Buyer’s expense.
10.5 Following receipt of the Goods, providing that the Goods comply with clauses 9.3 and 10.2, the Seller will refund to the Buyer the Price paid in respect of the Goods within 30 days of receiving written notification of cancellation of the Goods.
10.6 The Seller is unable to accept any return of Goods, or credit any Goods, that are designs or specifications supplied by the Buyer.
11.1 The Goods shall be at the Buyer’s risk as from delivery.
11.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT in full.
11.3 Property in the Goods shall remain with the Seller until such time as the Seller has received payment of the Price plus VAT of any other Goods previously or subsequently supplied by the Seller to the Buyer whereupon such title shall pass to the Buyer. Payment of the Price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the Goods were delivered.
11.4 Until property in the Goods passes to the Buyer 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.
11.5 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 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.
11.6 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
11.7 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 resold 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 11.5 shall cease.
11.8 The Buyer shall not pledge in any way charge by way of security for any indebtedness any of the Goods that are 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.
11.9 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 that the property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
11.10 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 para XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
12.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatsoever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods that conform to the contract of sale.
12.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
13.1 The specifications and designs of the Goods (including the copyright design or other intellectual property in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture processing assembly or supply of the Goods shall not infringe the rights of any third party.
13.2 The Buyer shall not without the Seller’s written consent allow any trademark or service of the Seller or other word or mark applied to the Goods to be obliterated, obscured or omitted or any additional word or mark. The Buyer shall not use or apply any such word or mark without the Seller’s written consent.
The Seller shall not be liable to the Buyer to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control including without limitation:
a) any act of default on the part of the Buyer
b) any act of God, war, riot, civil commotion, strike, lock out, sit in, industrial or trade dispute, fire, flood, adverse weather, disease, accident to plant or machinery or shortage of any material, labour, parts, electricity or other supply.
This Contract is subject to the Law of England and Wales.