Terms & Conditions

1. Definitions

In these conditions the following words have the following meanings:-
"The Company" means Krimpterm Limited. "The Goods" means the products, articles or thing which are the subject of any contract between the Company and the Buyer. "The Buyer" means the person, firm or company purchasing the Goods. "An Act of Insolvency" means in the case of an individual Buyer becoming bankrupt or being the recipient of a statutory demand which is not satisfied within the period specified therein or applying for an interim order within the meaning of the Insolvency Act, 1986 and in the case of a corporate Buyer means entering into liquidation whether compulsory or voluntary (but not for the amalgamation or reconstruction or a solvent company) or having a receiver or administrative receiver appointed or being subject to a petition for the appointment of an administrator or in both cases means entering into any arrangement with creditors or having distress or execution levied on the Buyer's goods.

2. Making the contract

2.1 Catalogues, technical circulars, price lists and other literature, provided by the Company are for the Buyer's general guidance only and any particulars contained therein do not constitute representations by the Company.
2.2 The Company reserves the right to change specifications and equipment at any time without prior notice.
2.3 The Company's salespersons are not authorized to vary the terms of any order nor make any representation on the Company's behalf.
2.4 Any order placed by the Buyer comprises an offer and is subject to acceptance by the Company and if placed orally must be confirmed in writing if requested by the Company.
2.5 All quotations are given subject to and all orders must be placed, and are accepted upon these conditions alone which exclude any other terms and conditions inconsistent therewith which a Buyer might seek to impose even though such other terms and conditions may be submitted in a later document or purport to exclude or supersede any conditions inconsistent with them or may be contained in any offer of acceptance or counter-offer made by the Buyer.
2.6 No variation of these conditions is permitted unless expressly accepted by a Director or Krimpterm Limited in writing.
2.7 If any of these conditions (or any part thereof) are held to be invalid such validity of any other conditions (or parts thereof) and each condition is capable of independent existence.

3. Price

3.1 Unless otherwise stated all prices quoted are net ex works exclusive of VAT which will be added at the current rate on delivery.
3.2 The Company may before delivery adjust the price of the Goods to take account of any:-
3.2.1 increase in the manufacturer's price to the Company.
3.2.2 increase in the cost of raw materials, labour or services.
3.2.3 currency fluctuations affecting the cost of imported materials.
3.2.4 expense incurred in supplying the Goods arising from circumstances outside the Company's control and not provided in the estimate.

4. Terms of payment

4.1 All sums are due and payable under these conditions upon delivery of the Goods. At the Company's discretion 30 days may be allowed for payment.
4.2 The Company may charge interest at either the higher of:-
4.2.1 5% per month above National Westminster Bank Plc base lending rate for the time being; or
4.2.2 in the event of proceedings having being issued and judgement having been obtained the prevailing Court rate for the time being
- On all overdue accounts and interest shall accrue on a daily basis from the due dates for payment.
4.3 The Buyer has no rights of set off, statutory or otherwise.
4.4 If the Buyer commits or suffers an Act of Insolvency or commits a serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), he will be deemed to have repudiated the contract.
4.5 The Company may at its discretion demand security for payment before continuing with or delivering any order.

5. Delivery

5.1 Delivery will be deemed to have been effected when the Goods leave the premises of the Company.
5.2 Time of Delivery is not of the essence and the Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery on the due date.
5.3 The Company reserves the right to make a delivery by instalments and to tender a separate invoice in respect of each instalment.
5.4 When delivery is to be made by instalments or if the Company exercises its right to deliver by instalments delay in the delivery of any one or more instalments for whatever reason will not entitle the Buyer to repudiate the contract or to claim damages.
5.5 Deviations in quantity of the Goods delivered representing not more than 5 per cent by value from that stated in these conditions shall not entitle the Buyer to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of Goods supplied.
5.6 The Company may on giving notice to the Buyer of its readiness or intention to deliver be entitled to treat the contract as fulfilled and shall then place the Goods in store in any of the following circumstance:
5.6.1 where delivery is refused by the Buyer.
5.6.2 where delivery is delayed, suspended or made by instalments at the request of the Buyer.
5.6.3 where the Company is unable to deliver the Goods by reason or circumstances beyond its control.
5.7 As stated in 3.1 above prices quoted are net ex works and a delivery charge may be levied in accordance with and at a rate compliant with the Company's delivery rules prevailing at the time the order is accepted by the Company.
5.8 The Company will deliver the Goods by any means of transport at the Company's option.

6. Risk and retention of title

6.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to or collected by, the Buyer or its agent.
6.2 Title in the Goods remains vested in the Company until the price and all other moneys owing by the Buyer in relation to the Goods (whether or not due) or in any relation to any other Goods are paid in full.
6.3 The Buyer is licensed by the Company to use or to agree to sell the Goods delivered to the Buyer subject to the express condition that the entire pro¬ceeds of any sale are held in trust for the Company and are not mixed with other money or paid into an overdrawn bank account and shall at all times be identifiable as the Company's money.
6.4 Until title to the Goods passes:
6.4.1 The Buyer will hold the Goods as fiduciary agent and bailee for the Company.
6.4.2 The Buyer will, subject to condition 6.3 keep the Goods separate and distinct from all other Goods whether of the Buyer or of third parties and in good and substantial repair and condition and stored and marked in such a way as to be clearly identifiable as belonging to the Company;
6.4.3 The Company may by notice revoke the power of sale and use contained in Condition 6.3 if the Buyer is in default for longer than 7 days in the payment of any sum due to the Company of if the Company has bona fida doubts as to the solvency of the Buyer;
6.4.4 The Buyer's power of sale and use contained in Condition 6.3 shall automatically cease if the Buyer commits or suffers an Act of Insolvency;
6.4.5 Upon determination of the Buyer's power of sale and use the Buyer shall place at the Company's disposal any of the Goods in its possession or under its control and here by authorises the Company to enter its premises to recover such Goods.
6.5 The Company may appropriate any payment made by the Buyer in settlement of such invoices as the Company in its absolute discretion thinks fit not withstanding any purported appropriation to the contrary.
6.6 The Company may at any time whilst the Goods remain vested in the Company exercise a right granted by acceptance of these terms to enter the Buyer's premises to effect repossession of any Goods which remain vested in the Company.

7. Lien and storage

7.1 Until title in the Goods has passed to the Buyer the Company may withhold delivery if the Buyer commits or suffers and Act of Insolvency.
7.2 Where title in the Goods has passed to the Buyer if payment is due but has not been made or if the Buyer commits or suffers and Act of Insolvency then the Company has:
7.2.1 a lien on the Goods so long as the Company is in possession of them.
7.2.2 a right of stoppage in transit.
7.2.3 a right of resale.
But nothing in this Condition shall affect the rights given by the Company by ss.38-48 of the Sale of Goods Act 1979.

8. Inspection / Shortages

8.1 The Buyer must wherever possible inspect the Goods on delivery or on collection as the case may be.
8.2 Where the Goods cannot be examined the carriers note or such other note as appropriate should be marked "not examined by the Buyer".
8.3 The Company shall not be liable:-
8.3.1 for any defects or shortages which would have been revealed by careful inspection if the preceding terms have not been observed.
8.3.2 if a written complaint is not delivered to the Company within 7 days of delivery detailing the alleged defect or shortage.
8.3.3 unless a fair opportunity to inspect the Goods is given to the Company before any use is made thereof or any alteration or modification is made thereto.
8.4 Subject to condition 8.3 the Company shall make good any shortage in excess of 5% by value of the Goods supplied and where appropriate replace any Goods damaged in transit as soon as is reasonably able to do so, but otherwise shall not be liable for any shortage or damage.

9. Guarantee and liability

9.1 No representation or warranty is given as to the suitability of the Goods for any specific application and the Buyer must satisfy himself in this respect.
9.2 Nothing herein contained shall be deemed to exclude or restrict the Company's liability for death or personal injury resulting from negligence.
9.3 If any defect is discovered during the period of TWELVE months from and including the date of delivery, the Company will at its own expense and discretion either repair the Goods or replace them.
9.4 Condition 9.3 applies only to defects:
9.4.1 caused by faulty design manufacture materials or workmanship and not to defects caused by fair wear and tear abnormal use misuse or neglect.
9.4.2 which the Buyer notifies to the Company within 7 days of discovery.
9.5 The Guarantee does not cover the cost of any work involved in re-installing a repaired or new part.
9.6 The risk of accidental loss whilst the Goods are being returned will be borne by the Buyer.
9.7 In consideration for receiving the benefit of this Condition the Buyer agrees that apart from those Conditions herein contained no other Terms Conditions or Warranties expressed or implied statutory or otherwise shall form part of this contract and in particular the Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or tort in any other way.
9.8 The Company's total liability for any one claim or for the total of all claims arising from any one act or default of the Company shall not exceed 5 million pounds or the price of the Goods whichever is the lower.

10. Force majeure

10.1 The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company's control.
10.2 If the circumstances preventing delivery are still continuing three months after the Buyer receives the Company's notice, then either part may by written notice cancel the contract in which event the Company will refund any payment made on account (subject to deduction of any amount the Company is entitled to claim from the Buyer) but will not be liable to compensate the Buyer for any further loss or damage caused by the failure to deliver.

11. Notices

Any notices shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such other address as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.

12. Confidential information

All drawings documents confidential records computer software and other information supplied by the Company are supplied on the express understanding that copyright is reserved to the Company and that the customer will not without the written consent of the Company either give away load exhibit or sell any such drawings document records software or extracts thereof or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.