TERMS AND CONDITIONS OF SALES AND SERVICE

1 DEFINITIONS

1.1 The terms specified hereunder shall have the meaning set out opposite them:

“Klean Keepers Industrial Ltd.” means Klean Keepers Ltd, 35a Ingate Place, Battersea London, SW8 3NS. its sub-contractors and agents as the case may be.

“Customer” means the legal entity accepting Klean Keepers Ltd.’s written or oral quotation for the supply of Products or Services or whose order for Product or Services is accepted by Klean Keepers Industrial Ltd. or the party otherwise commissioning the Services in each case as named on the Invoice.

“Invoice” means the document sent by Klean Keepers Industrial Ltd. to the Customer, demanding payment for the Products or the Services and containing, recording and evidencing contractual terms relating to the Agreement.

“Service” means the service to be performed by Klean Keepers Industrial Ltd. pursuant to the Service Offering selected by the Customer.

“Price” means the charge for the Products or Services.

“Agreement” means a contract for the supply by Klean Keepers Industrial Ltd. to the Customer of the Products and/or the Services incorporating these terms and conditions and the terms of any Service Offerings selected by the Customer.

“Contractor” The person nominated by Klean Keepers Industrial Ltd. to carry out work on the customer’s premises.

2. BASIS OF PURCHASE

2.1 Klean Keepers Industrial Ltd. shall supply and the Customer shall purchase, the Products and/or the Services as principals only, to the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or liable to be sued, under the Agreement.

2.2 No contract in respect of the Goods between the Company and the buyer shall exist until the Buyer’s order has been accepted by the Company. In the event that the Buyer’s order seeks to make the sales subject to terms different from these conditions, acceptance is effected by a formal order acknowledgement and shall be deemed to be a fresh offer by the Company on the basis of these Conditions, in which event (unless these conditions are accepted by the Buyer prior to delivery) acceptance of delivery of the Goods by the Buyer shall constitute acceptance of the Company’s offer, and the Contract of Sale shall be formed at that moment. No conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except insofar as the conditions are expressly consented to in writing by the Company.

3. TITLE AND RISK

3.1 The Products are delivered at Klean Keepers Industrial Ltd.’s facility or other agreed delivery point.

3.2 Requirements may cause Products to be delivered by instalment. Delivery dates are approximate.

3.3 Notwithstanding delivery and the passing of risk, the property in the Goods shall remain in the Company, until the Buyer has paid all monies owed by it to the company under this or any other contract or otherwise. If any of the Goods are processed into, incorporated in, used as materials for or mixed with other goods or materials prior to such payment the property (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or admixture and shall remain with the Company until payment of all such monies as specified in this condition. Until such payment is made the Buyer shall possess all goods and material the property in which is vested in the Company by virtue of this condition on a fiduciary basis only and if the company so requires the buyers shall store such goods and materials at no extra cost to the Company so that they are clearly identified as belonging to the Company. The Company without prejudice to any of its other rights and remedies may recover and resell any or all of such Goods or materials and may enter upon the Buyers premises for that purpose. The Buyer has the right to sell for the account of the Company any Goods or materials the properties in which vested in the Company by virtue of this condition. In such event the Company shall be entitled to, and the Buyer shall be under a fiduciary duty to account to the Company for, the proceeds of such sale to the extent that the Buyer owes any monies to the Company. In addition, the Company shall be entitled to make a claim directly against the Buyer’s customer for any purchase monies unpaid by the customer and the Company shall be entitled to retain from any monies recovered from the customer all monies due to the Company from the Buyer plus all costs and expenses involved in making the claim. If there is any excess the Company will return this to the Buyer.

3.4 Notwithstanding the preceding conditions, at risk in respect of the Goods shall be assumed by the Buyer upon delivery of the same to him.

(a) The Buyer’s property and all property supplied to the Company by or on the Buyer shall, while it is in possession of the Company or in transit to or from the Buyer, be deemed to be at the Buyer’s risk and the Buyer shall insure accordingly.

(b) The Company shall be entitled to make a reasonable charge for the storage of any of the Buyers property left with the Company before receipt of the order notification to the Buyer on completion of the work.

4. ACCEPTANCE OF PRODUCT

4.1 The Buyer shall examine the Goods immediately they are delivered to him. The company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of the Goods, or in the case of non-delivery, 7 days after the due date for delivery.

4.2 Unless Customer shall, promptly after delivery, inspect the Products and notify Klean Keepers Industrial Ltd., in writing, of any defects found, the Products shall be deemed to have been accepted on delivery.

5. THE SERVICE OFFERINGS

5.1 Klean Keepers Industrial Ltd. will use reasonable endeavour to meet relevant response times.

5.2 Customer agrees that Klean Keepers Industrial Ltd. shall not be liable for any direct, indirect or consequential losses occurring as a result of Klean Keepers Industrial Ltd.’s failure to meet relevant response times except as set out in Clause 11.

6. CUSTOMER’S OBLIGATIONS

6.1 Customers shall be responsible for complying with all Customer applicable regulatory requirements.

7. PRICE AND PAYMENT

7.1 Payment shall be made in full on or before supply of Products or Services or, if agreed at the time of order, within 30 days of the date of Invoice.

7.12 Price for Services are subject to any Labour Court Employment Regulation Orders rate increases operated by its Joint Labour Committee.

7.2 The Price of the Products and/or Services shall be Klean Keepers Industrial Ltd.’s quoted price or, where no Price has been quoted (or a quoted Price is no longer valid), the price listed in Klean Keepers Industrial Ltd.’s published price list current at the date of the Customer’s order and in any case as shown on the Invoice.

7.3 All prices quoted in writing are valid for 30 days except written quotations in respect of Third Party Products which are valid for 10 days only. Oral quotations are valid only to the end of the business day upon which they are given.

7.4 All Prices for the sale of Products exclude Klean Keepers Industrial Ltd.’s charges for transport and insurance. Should expedited delivery be agreed an extra amount may be charged to cover and extra over time or any other additional costs involved.

7.5 The price and any additional charges payable under the Agreement are exclusive of all sales taxes including Value Added Tax.

7.6 An invoice for the work performed by the Contractor shall be presented to the Customer for payment and shall become payable within 30 days of the invoice being tendered, unless otherwise specified in the relevant Schedule.

7.7 The Customer shall pay Klean Keepers Ltd. directly for all expenses incurred by Klean Keepers Industrial Ltd. Personnel and Contractors provided such expenses have been authorised by the Customer beforehand in writing. All work carried out additional to that specified in the relevant quotation or order, whether experimentally or otherwise, shall be charged.

7.8 Unless otherwise specified the price quoted is packed ex-our premises. An extra amount will be levied to cover delivery and insurance costs. A charge may be made to cover any extra costs involved for delivery to an address, which is different to the buyers normal delivery address.

7.9 Should work be suspended at the request of or delayed through any default of the Buyer for a period of 30 days or more the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional cost including storage

7.10 Klean Keepers Industrial Ltd. is responsible for making payment to Employees and Contractors and in no circumstances shall the Customer make payment to Klean Keepers Industrial Ltd. employees or the Contractor directly.

7.11 Time for payment is of the essence. Klean Keepers Industrial Ltd. reserves the right to charge interest on sums more than 7 days overdue on a day to day basis, as well after as before any judgment, from the date or last date for payment thereof to the date of actual payment (both days inclusive) at the rate of 2% above the EURIBOR rate in force on the day the payment becomes overdue, compounded quarterly. Such interest shall be paid on demand.

 

© Kleankeepers 2009.