In these Terms and Conditions the following words have the following
“Buyer” means the person, firm or company who purchases the goods under
the contract;
“Contract” means the contract between KA and the buyer for the purchase
and sale of the Goods which is made up of the Order and these Terms and
“Goods” means the goods listed on the Order;
“KA” means The Kitchen Appliance Centre Ltd, Trading as K A Distribution
whose registered office is at Richard House, 9 Winkley Square, Preston,
Lancashire, PR1 3HP;
“Order” means the Customer’s order once accepted by the Seller;
“Price” means the price listed on the Order.
“Working Day” means the hours between 0900 hours and 1700 hours Monday
to Friday excluding bank holidays.
2.1 KA shall sell and the Buyer will purchase the Goods in accordance with
the Order. These Terms and Conditions shall apply to all contracts entered into
between KA and the Buyer to the exclusion of any other terms and conditions
(including any terms and conditions which the Buyer affixes to any purchase
order, confirmation of order, specification or other document).
2.2 Each Contract contains all the terms agreed by the parties in relation
to its subject matter and supersedes all prior agreements, understandings
and arrangements whether oral, in writing or arising from a course of dealing.
Each party acknowledges that in entering into a Contract it has not relied upon
any matter not set out in that Contract.
2.3 Any advice or recommendation relating to the Goods given by any
representative of KA will not be binding unless confirmed in writing by KA in
the Contract.
2.4 KA may make changes to these Terms and Conditions from time to time.
Any such change shall apply to all orders placed by the Buyer after the date
of the change. The Buyer is reminded of the need to periodically check these
Terms and Conditions for changes.
3.1 Each order by the Buyer shall be deemed to be an offer by the buyer to
purchase goods subject to these conditions if sale.
3.2 No order placed by the Buyer shall be deemed to be accepted by KA
until a written acknowledgement of the order is issued by KA or (if earlier) KA
delivers the goods to the Buyer. The Buyer may not cancel or change any
order which KA has accepted.
3.3 Any quotation given by KA is not an offer and is given on the basis
that no contract will come into existence until an order is accepted by KA in
accordance with clause 3:2. Any quotation is valid for such period of time as
is expressly specified in the quotation or, if no time is so specified, a period of
30 days only from the date of the quotation, provided in each case that KA has
not earlier withdrawn the quotation.
4.1 The Price shall be exclusive of any value added tax or any other
applicable taxes, the amount of which will be added at the rate applicable at
the time of delivery and shall be paid by the Buyer in addition to the Price.
4.2 Unless otherwise stated on the Order, the Price shall not include any
costs of delivery which shall also be paid by the Buyer in addition to the Price.
4.3 KA may invoice the Price in advance of, upon or following shipment of
the Goods. KA shall have the right to insist on payment in advance of delivery
of any Goods.
4.4 The Buyer shall pay KA‘s invoices in full without any deduction or set
off by the date specified on KA’s invoice or, where no date is so specified, by
the end of the month following the month of the date of the invoice. Time for
payment shall be of the essence.
4.5 If the Buyer fails to pay any invoice by the due date then KA shall not be
obliged to deliver any further goods to the Buyer (whether under the overdue
Contract or any other contract) and may charge the Buyer interest on the
amount overdue at the rate of 2.5% over the current base rate of National
Westminster Bank plc.
5.1 KA shall use reasonable endeavours to deliver the Goods to the delivery
address specified in the Buyer’s Order.
5.2 KA may provide the Buyer with an estimated delivery date. Any dates for
delivery are approximate only and time for delivery shall not be of the essence
of the contract.
5.3 KA may deliver the goods in instalments and may invoice the Buyer for
each instalment on delivery. Each instalment shall be treated as a separate
contract and any failure by KA to deliver one instalment shall not entitle the
Buyer to cancel any other instalment.
5.4 The Buyer shall indemnify and hold KA harmless in respect of any loss,
liability, damage, cost and expense (including, without limitation, the costs of
storage and/or insurance of the Goods) suffered or incurred by KA as a result
of the Buyer’s failure to take delivery of the Goods.
6.1 Risk of loss or damage to the Goods shall pass to the Buyer:
a) at the time the Goods enter the delivery address where the Goods are to
be delivered by KA; or b) at the time the Goods leave KA’s
premises in cases where the Buyer collects the Goods.
6.2 Title in the Goods shall not pass to the Buyer until KA has received
payment in full (in cash or cleared funds) all sums due to K A in respect of:
a) the Goods; and
b) all such other sums which are or which become due to KA from the
Buyer on any account.
6.3 Until title in the Goods passes to the Buyer, the Buyer shall:
a) hold the Goods on a fiduciary basis as KA’s bailee;
b) store the Goods separately from those of the Buyer or any third party in
such a way as they remain easily identifiable as KA’s property;
c) maintain the Goods in satisfactory condition and keep them insured for
their full price against all risks on KA’s behalf. On request the Buyer will supply
a copy of the insurance policy to KA; and
d) in the event that any of the Goods are lost, damaged or destroyed before
the Buyer pays in full them, hold the proceeds of any insurance claim relating
to the Goods as trustee for KA and shall use the proceeds to pay KA any
outstanding amounts due immediately.
6.4 The Buyer may resell the Goods before ownership has passed to
it provided any sale shall be effected in the ordinary course of the Buyer’s
business on the Buyer’s own behalf.
6.5 Until title in the Goods passes to the Buyer KA may require the Buyer
to deliver the Goods to KA and if the Buyer fails to do so immediately KA,
its agents or employees may enter any premises where the Goods are
reasonably thought to be stored and repossess the Goods.
6.6 The Buyer shall not charge or otherwise grant any security over any of
the Goods which remain the property of KA.
7.1 The Buyer shall inform KA within seven (7) working days of the date
of delivery if the Goods are damaged or defective or less than the ordered
amount has been delivered. In the case of partial loss or short shipment, the
Buyer must also mark the delivery note accordingly on delivery. KA shall not
be liable for any damage to any Goods or under delivery that is not notified in
this way.
7.2 The Buyer’s only remedy in respect of damaged, defective or short
delivery shall be (at KA’s sole discretion) repair or replacement of any
damaged or defective Goods or a refund.
7.3 All warranties, conditions, guarantees and representations that may be
implied by statute, common law or otherwise are hereby excluded by KA to the
fullest extent permitted by law.
7.4 Subject to condition 7.5:
a) KA’s total aggregate liability under a Contract (whether in contract, tort
(including, but not limited to, negligence) or otherwise) shall not exceed the
total amount payable to KA by the Buyer under that Contract;
b) KA will not be liable for any:
– loss of profits;
– damage to or loss of reputation or goodwill;
– loss of business opportunity or anticipated savings;
– injury to reputation;
– third party losses;
– any re-fitting or removal costs of any faulty Goods (including the cost of
labour of any tradesman); or
– indirect, consequential or special loss or damage
howsoever arising out of any Contract and regardless of the form of action,
whether in contract, tort (including, but not limited to, negligence) or strict
liability and regardless of whether KA knew or had reason to know of the
possibility of the loss or damage in question.
7.5 Without prejudice to any other provision of this condition 7 , KA will not
be in breach of the terms of a Contract for any delay in performing, or failure
to perform, its obligations under the Contract if that delay or failure was due to
any cause or circumstances beyond KA’s reasonable control.
7.6 Nothing in these Terms and Conditions or any Contract is intended to or
shall exclude or limit KA’s liability:
a) for death or personal injury caused by its negligence;
b) for fraudulent misrepresentation;
c) damage suffered as a result of the breach of the warranties as to title and
quiet enjoyment implied under English law; and/or
d) any other loss or damage the exclusion or limitation of which is prohibited
by English law.
8.1 The Buyer shall not transfer, assign or sub-contract its obligations under
any Contract without KA’s prior written consent. KA may transfer, assign or
sub-contract its obligations under any Contract at any time.
8.2 If a court or other regulatory body finds that any part of a Contract is
invalid or unenforceable, the remainder of the Contract shall not be affected
and shall be construed as if such invalid or unenforceable part did not exist.
8.3 Nothing in any Contract shall confer any rights upon any person who is
not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999
or otherwise.
8.4 Each Contract and these Terms and Conditions shall be governed
by English law and the parties hereby irrevocably submit to the exclusive
jurisdiction of the English Courts if there are any disputes between them of
any kind.