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In these Terms and Conditions the following expressions shall have the following meanings
“Customer” means the person, firm or company who places the Order with the Company.
“Company” means Kenro Ltd.
“Contract” means any contract between the Company and the Customer for the sale, supply and purchase of Goods or Services comprised in an Order and incorporating these Terms and Conditions.
“Goods” means all those materials, products or articles offered for sale by the Company and comprised within an Order that has been accepted by the Company.
“Order” means the Customer’s request to the Company to supply the Goods or Services.
“Services” means all services offered by the Company and comprised within an Order that has been accepted by the Company and forming the subject of the Contract.
“Terms and Conditions” means the terms and conditions set out herein.
“Us/Our/We” means the Company.
2. APPLICATION OF TERMS AND CONDITIONS
2.1 These Terms and Conditions shall apply to every sale or supply made by the Company.
2.2 No Terms and Conditions contained in, delivered with or otherwise communicated to the Company by the Customer shall form part of the Contract unless agreed pursuant to clause 2.4.
2.3 Any variation to these Terms and Conditions must be expressly agreed by the Company in writing. The Customer acknowledges that it has not relied on any statement, representation or promise made by or on behalf of the Company which is not set out in the Contract.
2.4 The Customer shall be deemed to have adopted these Terms and Conditions as the Customer’s standard terms of business in relation to all present and future dealings between the parties. No other terms are implied by trade, custom, practice or course of dealing.
2.5 No Company employee who is not a director, or authorised by a director, of the Company has any authority to modify or deviate from the Terms and Conditions.
3. WHO ARE WE
www.kenro.co.uk is owned and operated by the Company. We are Kenro Ltd, a company registered in England and Wales under company number 1072955. Our main trading address is Greenbridge Road, Swindon, SN3 3LH. Our VAT number is GB 195 2528 41.
4. AVAILABILITY, DELIVERY AND ADDITIONAL CHARGES
4.1 We will endeavour to deliver worldwide. However, from time to time restrictions may be placed upon accepting Orders from specific countries. You should contact us prior to placing an Order if you think this may apply to you.
4.2 If you are situated outside the UK, there may be additional charges including import duties and taxes payable on your Order. You will be responsible for all such charges. You should contact your local customs office for further information. We accept no liability for such charges or loss resulting from failed delivery as a result of non-payment of any such charges.
5. YOUR STATUS
In placing an Order through our website you warrant that you are legally capable of entering into a binding contract, and that you are ordering for and on behalf of your business. We only sell Goods and Services to business customers.
6. THE CONTRACT
6.1 After you place an Order using our website, we will send you an email acknowledging receipt of that Order. This does not mean that your Order has been accepted. The Contract shall be formed when we dispatch the available Goods and shall be confirmed in a delivery note.
6.2 For Orders placed via the catalogue, the Contract shall be formed when we dispatch the Goods.
6.3 For the avoidance of doubt, the Contract will only be formed in relation to those Goods that we have confirmed are available for delivery in the delivery note. We will not be obliged to supply anything comprised in your Order until we have either dispatched the Goods or sent you a delivery note.
6.4 Where Goods ordered are out of stock or no longer available, we will inform you.
7.1 Some of the products shown in the Company’s catalogue or on the website may vary slightly on delivery if the Company’s suppliers alter the product specification after catalogue printing or publication on the website. In the event of the product being unsuitable following such alteration, the Company will supply the Customer with a suitable alternative, if such an item is currently in stock.
7.2 All Goods are subject to availability.
7.3 All illustrations, colours, dimensions, weights and capacities given are intended merely to present a general idea of the Goods and Services described and none of these shall form part of the Contract. Goods described in the catalogue and on the website, although often of a standard design, are subject to the Company’s policy of continuous improvement and the Company reserve the right to incorporate changes or make substitutions without prior notice.
8. SPECIAL ORDERS
Where the Customer places an Order that is not capable of being placed using the catalogue or website (perhaps due to, amongst other things, the quantity ordered, price of the Goods, unusual specifications of the products) it shall be deemed a “Special Order”. All Special Orders placed by the Customer shall be confirmed by the Company in writing showing prices, quantity and printing details. Any amendments to Special Orders must be notified by the Customer immediately on receipt of the Company’s confirmation, by telephone, and confirmed in writing on the same day. Payment for Special Orders shall be made at the time of placing the Order. Special Orders are non-cancellable.
9.1 Any dates or times for delivery of Goods or Services quoted by the Company are estimates only and the Company shall not be liable for any costs, charges or expenses incurred as a result of any delay or loss or damage occurring through any failure or liability to meet such date.
9.2 Goods shall be deemed delivered when they are made available to the Customer at the Customer’s place of business or other place specified by the Customer in the Order.
9.3 If the Customer fails to take delivery of the Goods ordered by him on the date agreed (or at all) he shall be liable to the Company for any loss occasioned by such failure or refusal and for any charges thereby incurred by the Company and for a reasonable charge by the Company for the care and custody of the Goods.
9.4 The Company reserves the right to deliver the Goods by instalments and in such event every such instalment shall be treated as a separate Contract. Further instalments may be withheld until the Goods comprised in earlier instalments have been paid for in full. No cancellation or termination of any one instalment shall entitle the Customer to cancel or terminate any other instalment.
10. RETURNS AND CANCELLATIONS
10.1 The Company will replace Goods which are damaged, defective or incorrectly shipped. The Customer must examine all Goods as soon as possible and notify the Company in writing of any issues. The Customer must then return the Goods to the Company and the Company will provide a replacement, or if the Goods in question are no longer available, a repair or refund.
10.2 If you wish to cancel your Contract you must inform us immediately in writing. No cancellation will be effective unless agreed in writing by the Company on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation. The Company is not obliged to agree cancellations of Orders, save to the extent required by law.
Certain products are sold in specific quantities only and the Company reserves the right to adjust Orders up to such quantities. The Customer shall take delivery of Goods notwithstanding the quantity of specially produced or obtained Goods is more than the quantity ordered.
12. TITLE AND RISK
12.1 Risk in the Goods shall pass to the Customer from the time of delivery or deemed delivery.
12.2 Ownership in the Goods shall not pass until the Company’s invoice has been paid in full (in cash or cleared funds) in respect of;
(a) the Goods or Services; and
(b) all other sums that are or may become due to the Company from the Customer.
12.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods and items it holds so that they are readily identifiable as property of the Company;
(c) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks, producing such policy to the Company if the Company so requests.
12.4 Until ownership has passed the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall hold the proceeds of sale of Goods and the proceeds of any insurance claim on trust for the Company and shall keep all such proceeds separate from any monies or property of the Customer and third parties in a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Company by the Customer acting in a fiduciary capacity.
12.5 The Customer’s right to possession of the Goods shall terminate immediately, and all monies owing by the Customer in respect of Goods delivered but not paid for shall immediately become due if:
(a) the Customer is adjudged insolvent; bankrupt; makes an arrangement with creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or (if a body corporate) convenes a meeting of creditors or enters into liquidation whether voluntary or compulsory (except a solvent voluntary liquidation for the purposes of reconstruction or amalgamation), or has a receiver or manager, administrator, administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), or a resolution is passed or a petition presented to the court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section of 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer encumbers or in any way charges any of the Goods.
12.6 The Customer grants the Company, and all persons authorised by it, an irrevocable licence to enter during normal business hours upon the premises where the Goods are stored in order to recover the Goods if the Customer’s right to possession is terminated.
12.7 On termination of the Contract, the Company’s rights under these Terms and Conditions shall remain in effect.
13. CREDIT ACCOUNTS
Credit accounts may be granted to (and withdrawn from) the Customer at the Company’s sole discretion on the following conditions:
(a) Formal application in writing for a credit account shall be made by the Customer to the Company before any Goods are ordered on credit.
(b) Two satisfactory trade references and a Bank reference shall be furnished to the Company by the Customer on or before application for such credit account.
(c) The Company reserves the right to request three pro forma transactions before a credit account is opened.
(d) The Company reserves the right to withdraw credit facilities or to close a credit account at the Company's sole discretion, without cause, or if any of the Terms and Conditions are not strictly complied with, or, in the Company’s opinion an insufficient amount of business is transacted within a reasonable period of time.
14.1 The prices set out in our most current catalogue and website are subject to change from time to time and the Company reserves the right to increase the price at any time between submission of your Order and delivery. Changes will not affect Goods/Services for which we have already sent you a delivery note.
14.2 If in the unlikely event that a product or service on our website or in our catalogue is incorrectly priced, we shall inform you of the correct price prior to delivery.
14.3 Payment for all Orders must be made by credit or debit card unless We have agreed that the Customer may open a credit account with Us. We do not accept payment by American express, AMEX or Solo cards.
14.4 Where a credit account has been opened the Company’s invoice shall be paid in full in pounds sterling within 30 days of the date of the invoice unless otherwise agreed by the Company in writing. Under no circumstances shall the Customer withhold payment for reason of (but not limited to) set-off, counterclaim or deduction.
14.5 All prices are published exclusive of any value added tax, costs of delivery, packaging, insurance and any other charges that may occur. The Customer shall pay any such costs, taxes or charges in addition to the cost of the Goods which shall be included in the Company’s invoice.
14.6 Time for payment shall be of the essence.
14.7 If the Company’s invoice is not paid in full by the date specified in clause 14.4, the Customer shall be liable to pay interest to the Company on such sums from the due date for payment at an annual rate of 2% above the base rate of National Westminster Bank (or other UK clearing bank as may be notified to the Customer by the Company) accruing on a daily basis until payment is made, whether before or after any judgment.
14.8 The Company additionally reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
15.1 Subject to clause 16, the Company warrants that the Goods will be free from defects in material and workmanship for a period of 12 months from delivery.
15.2 Subject to clause 16, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 15.1;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) if we ask you to do so, you return the Goods to us at your cost,we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
16.1 The warranty in clause 15 is given by the Company subject to the following conditions:
(a) the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s or manufacturer’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval:
(b) the Company shall be under no liability (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment as specified on the Company’s invoice.
(c) except as expressly stated in these Terms and Conditions, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
16.2 Subject to clause 16.4 the Company’s total liability to the Customer for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, (including for the acts of our employees, agents or subcontractors) will in no circumstances exceed £5 million in respect of any one incident or £5 million in respect of any series of incidents arising from a common cause.
16.3 The Company shall not be liable to the Customer for any claims for indirect or consequential loss whatsoever including without limitation loss of profit or loss of goodwill.
16.4 Nothing in this clause 16 shall exclude or limit any liability:
(a) for death or personal injury caused as result of the Company’s negligence; or
(b) under s2(3) of the Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude; or
(d) for fraud or fraudulent misrepresentation.
17. ONLINE SALES
17.1 On account of the technical nature of the Goods, and in order to maintain the prestigious image of the Goods and the Company’s reputation, the Customer shall not offer any Goods for sale through third party online platforms (such as Amazon or eBay) without the Company’s prior written consent.
17.2 The Customer may list the Goods for sale on the Customer’s own website, subject to prior written agreement with the Company and in compliance with the Company’s written instructions as to content, images, description and the range of Goods which may be sold.
17.3 Such listings shall be subject to the Company’s final approval, and the Customer agrees to update such listings in accordance with the reasonable instructions of the Company from time to time (which for the purposes of these Terms and Conditions may include any online sales guidelines, brand/style guidelines or other written instructions).
17.4 The Company may cease the supply of Goods and terminate the Customer’s rights set out in this clause and these Terms and Conditions if the Customer fails to comply with these Terms and Conditions, any reasonable instructions of the Company from time to time or otherwise behaves in a manner which is detrimental to the reputation and brand of the Company or the Goods (including in the event of adverse publicity caused by the Customer’s poor service or bad packaging).
18. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or cancel any Contract or reduce the volume of the Goods or Services ordered by the Customer (without liability to the Customer) if, due to circumstances beyond its control, it is delayed or prevented from carrying out its obligations under the Contract. Such circumstances include (but are not limited to) acts of God, government actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, power failures or breakdown in machinery provided that, if the event in question continues for a period of 56 days, the Customer shall be entitled to give notice to the Company terminating the Contract.
19. WRITTEN COMMUNICATIONS
When using our website, you accept that communication with Us may be by electronic (e-mail) means. You acknowledge that all contracts, notices, information and other communications that we provide to you electronically shall be deemed to have been provided in writing.
20. GENERAL PROVISIONS
(a) No clerical error in any documentation relating to any transaction shall entitle the Customer to reject the Goods which are the subject of that transaction.
(b) All notices or written communications shall be deemed to be delivered to the Customer two days after the date of posting addressed to the Customer at the last address of the Customer known to the Company.
(c) In the event of any dispute in connection with the Terms and Conditions leading to legal proceedings in the County Court, the Court of Jurisdiction shall be the Swindon County Court.
(d) Every contract to which the Terms and Conditions shall apply shall be construed and governed by English law and subject to the jurisdiction of the English Courts.
(e) (i) Failure by Us to insist upon strict performance of any of your obligations under the Contract, or failure by Us to exercise any of the rights or remedies available to Us at any time shall not constitute a waiver of such rights or obligations.
(ii) No waiver by Us of any term shall be valid unless communicated to you in writing
(f) If any of these Terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the extent permitted by law.
(g) We intend to reply upon these Terms and Conditions and any documents expressly referred to in them in relation to our Contract with you. Any variations will be confirmed by Us in writing.
Greenbridge Road Swindon Wiltshire SN3 3LH
Tel: 01793 615836 - Fax: 01793 530108 Email: email@example.com - www.kenro.co.uk