KNOLLANDS PRODUCT SUPPLIES LIMITED TERMS & CONDITIONS OF SALE

1 INTERPRETATION

1.1 "Knollands" means Knollands Product Supplies Limited, a company registered in England and Wales whose registered office is at Penrose House, 67 Hightown Road, Banbury, Oxfordshire OX16 9BE and registered in England and Wales with company 4140360.
1.2 "Client" means any customer of Knollands whether or not that customer is a consumer.
1.3 "Conditions" means these terms and conditions.
1.4 "Initial Specification" means the initial specification of the works to be carried out by Knollands for any Client enclosed with the Quotation Letter.
1.5 "Invoice Letter" means an invoice issued by Knollands to its Clients entitled "Invoice".
1.6 "Order" means an order submitted by a Client pursuant to Condition 3.2.
1.7 "Normal Business House" means the hours of 9.00am to 5.00pm on Working Days.
1.8 "Purchase Price" means the price of the goods or services supplied by Knollands pursuant to these Conditions.
1.9 "Quotation" means the quotation supplied by Knollands to a Client in the "Quotation Letter" and the Initial Drawings.
1.10 "Quotation Letter" means a letter from Knollands to its Client enclosing the Initial Specification and entitled "Quotation".
1.11 "Revised Quotation Letter" means the letter from Knollands to the Client enclosing the Revised Specification entitled "Revised Quotation Letter".
1.12 "Revised Specification" means a revised Specification.
1.13 "Specification" means the description of the nature, quality and scope of goods and works to be provided by Knollands.
1.14 "Working Days" means any day excluding Saturdays, Sundays and Bank Holidays on which clearing banks are ordinarily open for business in the City of London
1.15 In any letter or other document referred to in these Conditions the expressions "we", "us" and "our" shall mean Knollands whereas the expression "you" and "yours" shall mean the Client.
1.16 In these Conditions or any letter or other document referred to in it the masculine gender shall include the feminine gender and the singular shall include the plural and vice versa.

2 APPLICATION OF CONDITIONS

2.1 Any contract made with Knollands for the sale of goods shall incorporate and be subject to these Conditions. Any representation or warranty, written or oral, given prior to any contract between Knollands and its Clients is hereby expressly excluded, and all brochures, specifications and other advertising matters are intended only to present a general idea of the goods described therein.

3 FORMATION OF CONTRACT

3.1 Any Quotation is an invitation to treat only.
3.2 In order to create an offer which upon acceptance by Knollands pursuant to Condition 3.4 is capable of creating a legally binding contract with Knollands a Client should submit an Order to Knollands comprising either a verbal or written indication of its acceptance of the terms of the Quotation or Revised Quotation as the case may be together with a non-refundable deposit (the "Deposit") as set out in the Quotation or Revised Quotation.
3.3 The parties agree that the amount of the Deposit is a realistic assessment of the losses which would be incurred by Knollands if a Client were to cancel an Order following an acceptance of his Order under Condition 3.4
3.4 Upon receipt of an Order Knollands may at its sole discretion accept or reject the Order without giving any reason therefore.

4 SPECIFICATION

4.1 The Specification shall be as set out in the Quotation or the Revised Quotation Letter accepted pursuant to Condition 3 and no other statement or representation given by the Client, Knollands or either of their duly authorised officers, employees or workers shall vary the Specification.
4.2 The parties agree that the Specification shall accurately reflect the Client's intentions regarding the nature, scope and quality of the goods to be supplied and work to be carried out by Knollands under the Conditions.

5 PURCHASE PRICE

5.1 Subject to Conditions 5.2 and 5.3 the price of the goods or services (the "Purchase Price") supplied to a Client by Knollands shall be the price quoted in the Quotation or Revised Quotation as the case may be.
5.2 Knollands reserves the right, by giving notice to the Client, at any time before delivery to increase the Purchase Price to reflect any increase in the production costs of Knollands including but not limited to any foreign exchange fluctuation and increases in the costs of labour, materials or other costs of manufacture).
5.3 Knollands reserves the right to increase the Purchase Price to such extent that Knollands shall at its sole discretion deem necessary to account for any increase in costs of whatever nature incurred by Knollands arising from or connected with any delay by the Client in taking delivery under Condition 6.

6 DELIVERY

6.1 Delivery shall occur when any goods supplied under these Conditions are made available for collection by Knollands or are transferred to a carrier for delivery to the Client's premises
6.2 The Client shall be liable for any transportation costs associated with delivery of the goods.
6.3 Unless otherwise agreed in writing delivery shall only be made within Normal Business Hours. Delivery outside of Normal Business Hours will incur an additional charge.
6.4 Schedules of delivery times are estimates only. We will use our best efforts to deliver at the times stated but will not be liable for any delays due to causes beyond our control.
6.5 If for any reason the Client cannot take delivery of the goods supplied by Knollands then it agrees to pay for any storage costs incidental to or connected with such refusal.
6.6 Unless otherwise agreed in writing offloading of goods at the Client's premises shall be the Client's responsibility.
6.7 If Knollands delivers more or less than the agreed quantity of goods Knollands shall have no liability to the Client in respect of the excess or shortfall unless notice thereof is given within 48 hours of delivery. The Client shall if so requested by Knollands within 7 days of such request with a copy of any relevant delivery note signed by the Client or the Client's representative clearly showing any such excess or shortfall. If the Client gives such notice then:
6.7.1 in the case of excess delivery Knollands will make arrangements for the excess to be returned to Knollands at Knollands' expense; and
6.7.2 in the case of short delivery Knollands may at Knollands' own discretion either:
a) make good the shortfall by one or more further deliveries; or
b) reduce the Purchase Price by the same proportion as the shortage bears to the Contract quantity.
6.8 The Client shall not be entitled to reject any delivery on the grounds of any excess or short delivery and shall pay the Purchase Price or where Knollands exercises the option referred to in clause 6.7.2(b) above at the reduced Purchase Price in accordance with that provision.
6.9 Notwithstanding the provisions of Conditions 6.1 to 6.8 inclusive Knollands shall not effect delivery until the Purchase Price has been paid in full under Condition

7 RISK

7.1 Risk in relation to any loss , damage to goods howsoever caused or theft supplied under these Conditions shall transfer from Knollands to the Client upon delivery in accordance with Condition 7.1.
7.2 The Client shall be responsible for insuring the goods against theft loss or damage to them on and with effect from the date of delivery in accordance with Condition

8 INSTALLATION AND DESIGN

8.1 Installation and design works should be completed by local qualified tradesmen and designers.
8.2 Knollands accepts no liability whatsoever for any loss or damage arising from defective installation or design.

9 PAYMENT

9.1 Unless otherwise agreed in writing the Client agrees to pay the Purchase Price as to the Deposit with an Order under Condition 3.2 and as to the balance within 30 days of Knollands issuing an Invoice.
9.2 Credit card payments will be subject to a 2% administration fee.
9.3 In the event that the goods are ready for delivery and the Client will not accept delivery of them then any unpaid element of the Purchase Price will become due at that time.
9.4 Any invoice queries must be notified by the Client to Knollands in writing within 7 days of the date of the Invoice, otherwise the Invoice shall be deemed to be correct and payable in accordance with these Conditions.

10 TITLE RETENTION

10.1 Until the Purchase Price shall have been satisfied in full (if by cheque then only upon clearance) and any indebtedness owed by the Client to Knollands in relation to any other contracts satisfied in full:
10.1.1 The title to and property in the goods shall remain vested in Knollands (notwithstanding the delivery of the same and the passing of the risk therein).
10.1.2 The Client shall ensure that the goods can be readily identified as being Knolland's property.
10.1.3 The Client shall, on request, inform Knollands of the precise location of each item of goods identified by its serial number, by supplying Knollands within 7 (seven) days of request a written schedule of the locations.
10.1.4 The Client shall notify Knollands without delay of any attachment of the goods or actions by third parties which might infringe Knolland's title to the goods.
10.1.5 Knollands shall be entitled by its servants or agents to enter any of the Client's premises for the purpose of removing and repossessing such goods or their proceeds of sale. Knollands shall be entitled to claim from the Client the costs and expenses incurred in and ancillary to the process of such removal and repossession.
10.1.6 Until title in the goods has passed to the Client the Client shall not purport to be the owner of the goods and shall not show such goods as stock in its accounts.

11 COPYRIGHT

11.1 Copyright and all other intellectual property rights deriving from our work remain with us unless otherwise agreed by us in writing.

12 WARRANTY

12.1 The goods supplied by Knollands shall within 7 (seven) days after delivery thereof be inspected by the Client. If solely as a result of defects in the goods supplied by Knollands those goods do not correspond with the Specification or Revised Specification as the case may be accepted under Condition 3 then the Client shall lodge with Knollands in writing any claims in respect of defective goods within 7 (seven) days after the conclusion of said inspection and testing.
12.2 Subject to the Client complying with the provisions of Condition 12.1 Knollands shall make good either by repair or replacement, defects which under proper storage and use appear in the goods which arise solely from its faulty material or workmanship provided always that:
12.2.1 Examination by Knollands of such goods shall disclose that such defects exist and have not been caused by any misuse, neglect, accident or by repair or alteration not effected by Knollands or non-compliance with the Knollands' operators' instructions manual.
12.2.2 This warranty shall only apply to goods sold within the U.K and Eire.
12.3 Subject to the provisions of Condition 12.6 Knollands' liability under Condition 12.2 hereof shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise however, which warranties and conditions are hereby expressly excluded.
12.4 Save as aforesaid and save in respect of death or personal injury resulting from the negligence of Knollands, Knollands shall not be liable for any claim for direct or consequential or incidental injury loss or damage made by the Client against Knollands whether in contract or tort (including negligence on the part of Knollands arising out of or in connection with any defect in the goods or work or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or breach of a fundamental term thereof) of Knollands in the performance of the contract.
12.5 The Client accepts as reasonable that Knollands' total liability for any goods or work which are defective shall be as set out in these conditions: in fixing that limit Knollands has had regard to the contract price of the goods, the nature of the goods, the use they will receive and the resources available to each party including servicing facilities and insurance cover, to meet any liability [and the availability reasonable on terms at the Client's election of extended warranty cover from Knollands].
12.6 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY STATUTE IN THE EVENT OF THE BUYER DEALING AS A "CONSUMER" AS DEFINED BY SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977. IN SUCH A CASE THE BUYER'S STATUTORY RIGHTS ARE UNAFFECTED BY THESE TERMS AND CONDITIONS.
13 LIEN
Knollands retains a general lien on any of the Client's equipment or other goods in Knollands' possession for any unpaid balance the Client may owe to Knollands

14 CANCELLATION

14.1 Knollands shall be entitled to suspend or cancel deliveries and/or work under any contract if any payment due from the Client is not made on its due date. Orders once placed by the Client cannot be cancelled nor may products be returned for credit.

15 FORCE MAJEURE

15.1 Knollands will use all reasonable endeavours to carry out its obligations within a reasonable period of time but will not be liable to the Client for any losses, costs or expenses arising directly or indirectly from any delays in doing so and Knollands will not be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform any of its obligations in relation to this agreement, if the delay or failure was due to any cause beyond its reasonable control. Without prejudice to the generality of the foregoing, the following will be regarded as causes beyond Knollands' reasonable control:
15.1.1 Act of God, explosion, flood, tempest, fire or accident;
15.1.2 War or threat of war, sabotage, civil disturbance or requisition;
15.1.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
15.1.4 Import or export regulations or embargoes;
15.1.5 Strikes, lock outs or other industrial actions or trade disputes;
15.1.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
15.1.7 Power failure or breakdown in machinery
If Knollands is prevented from carrying out its obligations in the above circumstances, it will notify the Client in writing. If Knollands is still prevented from carrying out its obligations 3 weeks from the date such notice was sent, then either party may give written notice to the other cancelling the agreement. If the agreement is cancelled in this way Knollands accepts no liability to compensate the Client for any loss or damage caused by failure to perform.

16 GENERAL

16.1 Notices - any notice required to be given by either party to the other shall be in writing and shall be served by sending the same by pre-paid first class post electronic mail or facsimile transmission or by delivering the same by hand to the registered office for the time being of the relevant Party and any notice so served shall be deemed to have been served:
16.1.1 If delivered by hand at the time of such delivery;
16.1.2 if sent through the post 48 hours after the time of despatch and in proving service it shall be sufficient to prove in the case of a letter that such letter was properly delivered or stamped addressed and placed in the post (as the case may be); and
16.1.3 if sent by electronic mail or facsimile transmission at the time of transmission and in proving service it shall be sufficient to prove that such electronic mail or facsimile was duly despatched to a current electronic mail address or telecopy number of the addressee for the said address for service.
16.2 Waiver - the waiver by Knollands of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
16.3 Severance - should one Condition hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such Condition.
16.4 Governing Law - any contract in which these terms relate shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.