TERMS & CONDITIONS OF SALE
KENMART THE PRINTING MACHINERY PEOPLE LIMITED

In the following Conditions of Sale ‘the Company’ means Kenmart The Printing Machinery People Limited and/or its subsidiaries and associates and  ‘the Buyer’  means any person, Company or firm with whom the Company contracts for the same and or supply of goods or services.

The Conditions shall (unless varied by the Company in writing) be deemed to be the sole terms and conditions (including any conditions as to quality or fitness for any particular purpose) affecting the Contract.

1.       PRICE

1. All Estimates and Quotations are net (the Purchaser must pay VAT at the appropriate rates).
2. In the case of second-hand machinery all goods are subject to them still being available at the time of acceptance of the estimate or quotation by the Buyer.
3. The price quoted for the supply and installation of goods may be varied by any amount attributable to (i) a suspension of or an alteration to work on the goods by reason of the Buyer’s instructions or lack of them (ii) any variation of wages, rates, taxing statutes and material costs or fluctuations in foreign exchange rates or import duty between the date hereof and the date of delivery or completion of payment.  The Buyer shall pay such additions in addition to the quoted price.
4. Prices are deemed to be ex-works unless otherwise stated in writing by the Company.

2.       INSURANCE

The Buyer is responsible for arranging the insurance of the goods with an Insurance Company of repute for all risks and/or at the Company’s option, with an Insurance Company nominated in writing by the Company, such insurance policy to be effective from the date of delivery of the goods and the Buyer shall within 5 days of such date forward to the Company a copy of such insurance policy showing the Company’s name and address endorsed on the Policy with the interest as owners (until such time as the machinery shall have been paid for in full).

3.       DELIVERY ACCEPTANCE

1. Deliveries may in the Company’s option be suspended, restricted or delayed if by reason of insufficient data or information supplied by the Buyer and/or by reason of strikes, lockouts, civil commotion, government control or requisition, priority of orders for government departments or public services, fire, breakdown, storm, flood, drought, frost and/or any other cause beyond the Company’s control deliveries are prevented or hindered from being made within the contract time.  No such suspensions, restrictions or delays shall render the Company liable in damages or justify subsequent cancellation or refusal of the goods by the Buyer.
2. Deliveries shall be accepted by the Buyer within the period (if any) made in the quotation or order and such full details as may be necessary (or required by the Company) to enable the Company to complete delivery within such period shall be supplied by the Buyer.  If for any reason the Buyer is unable to accept delivery of the goods at the time when the goods are notified by the Company in writing to the Buyers as due and ready for delivery the Company shall if storage facilities permit store the goods and take all reasonable steps to prevent their deterioration until the actual delivery and the Buyer shall be liable to the Company for all reasonable costs (without prejudice to the generality of the foregoing to include insurance) of its so doing.  This provision shall be in addition to and not in substitution of any other payment or damages for which the Buyer shall become liable in respect of his failure to take delivery at the appropriate date.
3. If the Company delivers the goods in more than one consignment although the Contract of Sale does not envisage split or instalment deliveries, the Buyer shall not for that reason be entitled to refuse any or all of the consignments.
4. The Buyer shall have the opportunity to inspect the goods within seven days after commissioning and unless the Buyer gives notice in writing within that period to the Company specifying any defect in or other proper objection properly addressed to the Company at the address from which the invoice for the goods and/or services has been forwarded, to the goods it shall be conclusively presumed that the Buyer has examined the goods and found them to be complete and in accordance with the description in good order and condition and fit for the purpose for which they are required, such purpose deemed to be the ordinary and proper purpose for which such items are normally used unless otherwise specified in writing to the Company in writing approving to such variation of user.
5. Ownership of the goods to be delivered will only be transferred to the Buyer upon payment of all the monies due to the Company until the date of full payment the Buyer will (if so required) place suitable marking on the machinery showing that it is clearly the property of the Company.
6. The Company shall not be liable for any delay or for the consequence of any delay in the production, delivery or commissioning of any of the equipment if such delay shall be due to fire, strike, lock-out dispute with workmen, flood, accident, delay in transport, shortage of fuel, default of any sub-Contractors inability to obtain materials, embargo acts or demand or requirement of any Government or Government Department or Local Authority, or as a consequence of war or hostilities (whether war be declared or not) or to any other cause whatsoever beyond the Company’s reasonable control.  If any such delay occurs (unless the cause thereof shall frustrate or render impossible or illegal the performance of this contract or shall otherwise discharge the same) the Company’s period for performing its obligation shall be extended by such period (but limited to the length of the delay) as the Company may reasonably require to complete the performance of its obligations.

4.       PAYMENT

1. If any payment is in arrear for or on account of or in respect of any goods or any instalment of goods or part of an order delivered under this or any other Contract between the Company and the Buyer, the Company shall have the absolute right without giving any notice to the Buyer to suspend further delivery of goods or services (whether the same be by way of warranty or otherwise) under this or any other such Contract and if any such payment or any part thereof shall remain in arrears for seven days after written demand sent by the Company to the Buyer by first class post the Company shall have the right to cancel this and any other such Contract without prejudice to all the Company’s rights and remedies to recover any monies then due and owing to the Company from the Buyer.  The Buyer will be liable to pay interest on any outstanding payment from the date from which the same becomes payable until the date of payment at 4% above bank base rate for the time being in force or as stated in writing by the Company.  Or in the alternative should default be made by the Buyer in paying any sum due under any order as and when it becomes due to the Company shall have the right either to suspend all future deliveries and services, etc., until the default be made good or to cancel the order so far as any goods remain to be delivered thereunder.
2. Unless otherwise agreed in writing payment for the goods shall be made as follows:
3. For machinery, 30% with order, 30% when date of delivery is confirmed, and the balance on arrival of the machine.
4. For other goods and services within thirty days after delivery.
5. Payment shall be considered in arrears if not made within the terms stated in the preceding sub-section, or in the terms otherwise agreed.
6. The goods shall remain the property of the Company until receipt of payment (including VAT) in full.
7. The Company is irrevocably authorised to enter upon any premises where the goods are situated and take possession of and remove the goods at the Buyer’s expense where:
8. the purchase price or any part thereof has become due and has not been received in full.
9. the purchase price, whether or not due, not having been received in full and a Receiver is appointed of the whole or any part of the Buyer’s undertaking or any proceedings are commenced in the insolvency, bankruptcy or liquidation in respect of the Buyer, or the Buyer compounds with its creditors or takes or suffers any similar action as a consequence of any debt.

5.       LIMITS OF CONTRACT

All offers for sale include only such goods, accessories and work as are specified in the quotation comprising this offer.

6.       PLANS, DRAWINGS, MEASUREMENTS, ETC.

Any drawings, particulars of weights and measurements, power consumption, floor plans, etc. supplied by the Company should be regarded as approximate and are intended to present a general specification of the goods described.  None of these form part of the Contract unless so specified nor shall they be taken to be representations inducing the Buyer to enter into any contract with the Company.

7.       LOCAL REPRESENTATIVES

The term ‘agents’ or ‘representatives’ as applied to those firms or individuals with whom the Company has made arrangements for the sale of the Company’s machines indicate only that they are our local representatives appointed for the convenience of our customers through whom enquiries or orders may be received and dealt with by the Company to incur any liability, give any guarantee or warranty, make any representations or transact any business on our behalf other than the sale and servicing of our machines upon the terms of official quotations issued from our head office.

8.       DEMONSTRATION AND INSTALLATION OF MACHINES

1. When the Company undertakes the demonstration of a machine this means that the Company will supply a skilled engineer or operator thoroughly acquainted with the mechanism and running of the machine, to assist and advise the Buyer’s skilled operator during the initial period of operation (one day).  During this period the machine is to be considered under the charge of the Buyer who shall supply all necessary materials such as paper, ink or the like and the Company shall not be responsible or liable for any loss, injury, consequential loss or damage whatsoever and howsoever arising from any act or default of the demonstrator.
2. Whilst the Company endeavours to employ competent workmen to install machinery, the Company shall not be responsible nor liable for any loss, injury, consequential loss or damage to any of the Buyer’s property arising from, or as a consequence of any loss, injury, consequential loss or damage to the Buyer’s property or equipment arising from any act or default of such workmen whilst in or upon the Buyer’s premises.  The Company will in its absolute discretion provide such reasonable level of instruction to the Buyer and/or the employees of the Buyer in the use of the machinery supplied to enable the Company to perform its obligations.  The Buyer will make available to the Company’s representative suitably qualified and experienced trainees and will allow the Company’s representatives access to the Buyer’s premises to enable basic training as to operation of the equipment to be provided and to enable a satisfaction note to be signed by or on behalf of the Buyer.  The Company will not be responsible or liable for any loss, injury, consequential loss or damage to the Buyer’s property whatsoever or howsoever arising from any act or default on the part of the operatives engaged by the Company upon the Buyer’s premises or as a result of any instruction given to or by the Buyers, their servants and/or agents.

9.       ELECTRICAL SUPPLY AND CONSTRUCTIONAL WORK

The Buyer shall be responsible for the costs of taking adequate electrical supply to the site of the machine or machines and wiring to the machine or machines and for the costs of such works as may be necessary to provide a foundation which complies with our specification for the machine or machines to be installed.

10.       EXCLUSION CLAUSE

The Buyer shall be deemed to have inspected the machinery and/or services undertaken by the company and accordingly all warranties terms and conditions as to the quality and condition of any product including component parts, or its fitness (for any particular purpose or otherwise) or its compliance with any description and all such warranties, terms and conditions which would otherwise arise by statute implication of law or otherwise howsoever on the sale or repair of any products by the Company or by our dealers or traders are hereby excluded save as hereinafter provided the Company shall not be responsible for or liable to any dealer or any other person in the course of our dealings with them in contract tort or otherwise howsoever for any injury or loss (including contingent or consequential loss or damage) whatsoever or howsoever arising.  The Company shall not be liable for any loss caused by fire or otherwise to customer’s machines or parts thereof whilst in the Company’s possession save that the Company shall account to the Buyer for any monies that the Company may receive under any insurance policy save that this cause shall not place the Company under any obligation to insure as aforesaid.
While every effort is made to ensure that the date of manufacture of second-hand machines is correctly stated, the date stated and specifications given on the basis of the supposed date of manufacture shall not form part of the Contract description nor shall any statements of the date of manufacture or specifications based thereon be taken as a representation warranty or guarantee that the facts are correct.  The Buyer shall be deemed to rely on his own inspection of the said machinery and be satisfied as to the state and condition of the same.

11.       WARRANTY

This Warranty shall apply to any goods manufactured or sold by the Company as new, except the goods supplied through the Company by any person or persons who are or hold themselves out as being dealers or manufacturers shall not carry the benefit of this warranty and the Buyer shall take the benefit of any warranty or condition granted by such dealer or manufacturer.  This warranty shall not apply to roller coverings and electrical equipment.
No warranty is given in the case of second-hand reconditioned or rebuilt machines except such as may be given by the Company in writing.
In the event of any defect being disclosed in any part or any goods to which this warranty applies, as above defined, within the period defined below, the Company shall examine it and should any fault be found, the Company shall repair or replace the defective part and repair any damage to the machine ensuing from the failure of the said part free of charge save that the Buyer shall be liable for the labour costs and expenses of engineers at the rate or rates then ensuing.
The Company’s judgement as to the cause of any alleged defect shall be final.  The period within which the Company shall be prepared to examine the goods shall be as stated in writing in each instance.
The Company shall not be responsible for any delay (howsoever caused) nor for damage to parts whilst in our possession and whilst in transit parts are at Buyer’s risks in all respects.  Parts sent for examination must be sent at the cost of the Buyer and bear the sender’s name and address, the machine or part number and the year of manufacture if possible and the Buyer shall be responsible for the costs of returning the said items to himself.  No liability is accepted for loss of production or any other incidental damage arising out of breakages, delay in erection or other delays (whether such breakages or delays shall be attributable to the Company or its servants or others) unless otherwise arranged and confirmed by the Company in writing.

1. The Company shall not be liable for any loss or damage caused by reason of the defective or weak condition of any floor, staircase or other part of any building from or in which the Company shall be required to install machinery.  The Buyer should secure the advice of a qualified Surveyor whenever necessary before instructions for the removal or installation of machinery are given to the Company.

12.       HEALTH AND SAFETY REGULATIONS AND EC DIRECTIVES

The Company will ensure that all goods supplied comply as at the date of supply with all relevant United Kingdom and EC Health and Safety Regulations and directives.  The Buyer’s attention is drawn to the necessity of the Buyer’s compliance of all relevant Health and Safety Regulations and EC directives relating to subsequent alterations and/or additions to any goods supplied by the Company which are undertaken without recourse to or undertaken by the Company.
If goods supplied by the Company are second-hand at the date of supply and are sold as seen and inspected whether on the premises of the Company or of a third party, whether in fact the Buyer inspects or not and thereafter it is necessary to alter or add to such goods prior to the date of original supply by the Company to the Buyer in order to comply with Health and Safety Regulations and/or EC directives such alterations or additions will be carried out by the Company at their sole expense.  The Company will not remain liable for any breaches of Health and Safety Regulations or EC directives after the date of supply which are attributable to any alterations, adaptions or additions undertaken to the equipment i.e. the Buyer or any other third party nor in respect of any subsequent alteration of existing Regulations or Directives.

13.       LEGAL CONSTRUCTION
These conditions of Sale and any contract of which they and quotations given form part shall be construed solely according to the laws of England.

14.       BUYERS DECLARATION
The Buyer declares that on entering into an agreement with the Company (whether by himself or through a third party who is financing the said transaction) that:

1. He has made himself aware of the terms of the agreement.
2. He has examined the goods carefully and is satisfied with the condition and fitness for their particular purpose.
3. He has insured the goods comprehensively in accordance with the appropriate clause.

15.       CONDITIONS OF CONTRACT FOR THE REPAIR AND REMOVAL OF THE MACHINES
(a)         Where applicable the above conditions shall also apply to any Contracts for the repair or removal and/or replacement of Customer’s machines.
(b)        All verbal and telephoned orders must be confirmed in writing to the Company at its usual place of business not later than the following date or an official signed order handed to the Company’s fitters and/or authorised agent on arrival at the Customer’s premises.
(c)         All machines are re-erected in the same condition as dismantled.  Any breakage or necessary repairs will however be pointed out to the customer at the time and will be replaced or repaired upon receipt of a written order, the charges therefore being additional to the Contract price.
(d)        No liability is accepted for loss of production or any other incidental damage arising out of breakages, delay in erection or other delays (whether such breakages or delays shall be attributable to the Company or its servants or not) unless otherwise arranged and confirmed by the Company in writing.
(e)         Owing to fluctuations in costs and adverse working conditions estimates cannot be calculated in advance to an exact figure.  All prices quoted must therefore be regarded as approximate only.
(f)         Whenever the Company undertakes the carriage of goods on behalf of a Buyer this shall be at the Buyer’s risk in all respects and the Company shall not be liable to the buyer for any loss or damage to his goods of whatsoever nature or howsoever caused, nor shall the Company be responsible for insuring the goods on behalf of the Buyer.
(g)        The goods may be carried by any route at the sole discretion of the Company.
(h)        The Company shall have a general as well as a specific lien on all goods for unpaid accounts and such lien shall extend and apply to goods in the possession of the Company or of any agent or sub-contractor of the Company and to all goods which not being in such possession as aforesaid are nevertheless directly or indirectly under the control and disposition of the Company.  The Company shall also have the right to sell in the United Kingdom or abroad the goods or part thereof by public auction or otherwise and thereafter to pay or retain the costs and expenses of maintaining and exercising such lien and of such sale and all the sums for which a lien is given to the Company hereunder.