Terms & Conditions
In these terms, the Seller is Karcher (U.K.) Limited (registered company number 01350233) and the Buyer is the business that enters into a contract with the Seller.
1 APPLICABLE TERMS
1.1 Any quotation given by the Seller is not an offer that can be accepted by the Buyer. No order placed by the Buyer with the Seller (in response to a quotation or otherwise) shall be binding on the Seller unless and until it is accepted in writing by the Seller’s acceptance of order form or despatch note or delivery note, or the goods are despatched or the work is commenced.
1.2 Any contract made with the Seller for the sale of goods or work shall incorporate and be subject to these conditions and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded.
1.3 All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the goods described. They shall not form part of the contract nor have any contractual force.
1.4 These conditions apply to any contract made with the Seller for the sale of goods or work to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.5 The Seller reserves the right to subcontract the fulfilment of the order including any installation or any part thereof.
2 THE PRICE
All prices are inclusive of transport, packing and import/export duties. VAT will be charged at the rate applicable at the date of invoice. In case of small orders, the Seller shall be entitled to make a minimum order charge or to add a surcharge.
Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already dispatched the Products.
Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have dispatched the Product, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as an
3 PAYMENT
Payment for all Products must be by Paypal, credit or debit card. We accept payment with Visa, Visa Electron, MasterCard, Maestro, Switch, Solo and Delta (We do not accept American Express, Diners Club or JCB). Your card may be charged before we dispatch your order.
If your sale is transacted via an account, all accounts must be paid within 30 days of invoice date or receipt of goods, whichever is the later (based on a weekly payment run). If no demand is made, then all accounts must be paid within 30 days of invoice date. If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement within 30 days of that date. In default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders. Interest shall be charged on outstanding balances each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4 CREDIT
This contract shall be subject to the provision that the Seller may require payment of the whole or part of the purchase price from the Buyer in advance (including where the Buyer’s total indebtedness to the Seller exceeds any agreed credit amount) and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability.
5 RISK
The risk in respect of all goods sold under the contract shall pass to the Buyer upon the delivery of the goods by the Seller to the Buyer’s premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the goods itself. In any event the property in the goods shall not pass to the Buyer except as provided in Clause 6.
6 TITLE RETENTION
6.1 Until the purchase price of the goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (in cash or cleared funds):-
6.1.1 The property in the goods comprised in this contract remains with the Seller (even following delivery).
6.1.2 The Buyer shall store the goods in such a way that they can be readily identified as being the Seller’s property.
6.1.3 The Buyer shall on request inform the Seller of the precise location of each item of the goods identified where applicable by its serial number, by supplying the Seller at its expense within seven days of its request with a written schedule of the said locations.
6.1.4 The Buyer may sell the goods as the Seller’s agent in the normal course of the Buyer’s business and may pass good title to the Buyer’s customer being a bona fide purchaser for value without notice of the Seller’s rights on the following conditions:-
6.1.4.1 The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in Clauses 3 and 4 of these conditions.
6.1.4.2 The Buyer’s power of sale shall automatically cease in any of the circumstances set out in Clause 13 of these conditions.
6.1.4.3 The Buyer shall notify the Seller without delay of any attachment of the goods or actions by third parties which might infringe the Seller’s title to the goods.
6.1.5 Upon determination of the Buyer’s power of sale the Seller or its representatives shall be entitled, upon giving reasonable notice, to enter the Buyer’s premises for the purpose of removing and repossessing such goods or their proceeds of sale and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.
6.1.6 Until title in the goods has passed to the Buyer, the Buyer shall not purport to be the owner of the goods and shall not show such goods as stock in its accounts.
6.1.7 The Buyer shall insure the goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur and the Seller shall be entitled to call for details of the insurance policy. If the Buyer shall not insure the goods or shall fail to supply details of its insurance policy on demand to the Seller the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the goods during the whole or any part of the period from the date of its delivery of the goods until the date of payment to it of their full purchase price.
6.2 Nothing in these conditions shall:
6.2.1 Unless otherwise agreed in writing, entitle the Buyer to return the goods or to delay payment; or
6.2.2 Constitute or be deemed to have constituted the Buyer as the Seller’s agent otherwise than for the purpose of this Clause 6;
6.2.3 Render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the goods; or
6.2.4 Prevent the Seller from maintaining an action for the price notwithstanding that the property in the goods may not have passed to the Buyer.
7 TITLE RETENTION (SCOTLAND)
In the case of sales of goods in Scotland, Clause 6.1 hereof shall not apply, and in place thereof there shall be substituted the following clause:
“6.1 Until the purchase price of the goods comprised in this contract between the Buyer and the Seller shall have been paid in full:”
8 DESPATCH/DELIVERY
8.1 Any dates given in the contract for despatch or delivery of goods or completion of the work (as the case may be) shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides in writing signed by the Seller and subject to the provisions of Clauses 8.4 and 8.5 below the Buyer shall accordingly accept delivery of the goods when tendered and the work when completed.
8.2 The method and route of despatch of the goods shall be selected by the Seller which shall use its reasonable endeavours to take into account the Buyer’s preferences. The Seller shall not be obliged to insure the goods against loss or damage in transit.
8.3 If notwithstanding the Seller’s reasonable endeavours the Seller fails to despatch or deliver the goods or to complete the work by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage.
8.4 Subject to the provisions of Clause 8.3 above, where despatch or delivery or completion of the work is delayed by more than 4 weeks beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and if upon the expiry of the extension period the goods have not been despatched or delivered or the work has not been completed, the Buyer shall be entitled to withdraw from the contract upon written notice to the Seller.
8.5 If the Seller is prevented or hindered from supplying the whole of part of the goods or completing the work due to circumstances beyond its reasonable control, further performance of the contract shall be suspended. In the event of the performance of the contract being suspended for more than 3 consecutive months the Buyer may by immediate notice in writing terminate the contract and in such circumstances the Buyer shall pay at the contract rate for all goods sold or work done by the Seller up to the actual date of termination.
8.6 If, at the date on which the Seller is ready to despatch or deliver the goods, the Buyer delays acceptance for any reason whatsoever, the goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 3 months after the date on which the Seller is ready to despatch or deliver the goods the Buyer has not accepted the goods, the Seller reserves the right immediately to cancel the Buyer’s order. This cancellation shall entitle the Seller to return the goods to stock holding.
8.7 Claims in respect of apparent incomplete or incorrect supplies or of goods damaged in transit must be notified to the carrier and to the Seller as soon as possible and in any event not later than 3 working days after delivery.
8.8 Claims in respect of non-delivery of goods must be made as soon as possible and in any event within 3 working days of the receipt by the Buyer of the Seller’s invoice.
9 WARRANTY
9.1 Defects shall be notified as soon as they are discovered but in any event:-
9.1.1 In the cases of “wear parts” including nozzles, brushes, motor brushes, spark plugs, belts, hoses, wheels, seals, electrodes, fluids, plastic couplings, filters and plastic parts, not later than 28 days after the delivery of the goods to the end user, or (in the case of fixed installations of goods), their delivery, installation and commissioning for the end user.
9.1.2 in the case of all other goods, no later than 6 months after the delivery of the goods to the end user.
9.2 The Seller shall make good either by repair or replacement at its option defects which under proper storage and use appear in the goods or work within the time limits set out in Clause 10.1 above and which arise solely from faulty material or workmanship provided that:-
9.2.1 such defects have not been caused by misuse, neglect, accident, improper storage installation or handling, frost damage or by repair or alteration not affected by the Seller (including the attachment or connection to the goods of any devices or accessories other than those distributed or officially recommended by the Seller) or non-compliance with the Seller’s operators’ instructions manual or the use in the operation of the goods of incorrect electrical supply voltage, contaminated water supply or unsuitable chemicals.
9.2.2 The Buyer shall pay to the Seller the reasonable cost (as certified by the Seller) of any examination of such goods as a result of which the Seller shall not be liable under the terms hereof.
9.2.3 In the event that the Buyer shall agree with the Seller that the Buyer will provide the labour necessary to carry out such repair replacement or renewal, then the Buyer shall be entitled to be paid for the said labour at a rate not exceeding the Seller’s current labour rate.
9.3 The Seller’s liability under Clause 10.2 shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise however, which are excluded to the fullest extent permitted by law.
9.4 WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES, 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
9.5 Nothing in these conditions limits any liability which cannot be legally be limited including liability for death or personal injury resulting from the negligence of the Seller its servants or agents.
9.6 Subject to Clause 9.5, the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in contract or tort (including negligence on the part of the Seller its servants or agents) 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) of the Seller, its servants or agents in the performance of the contract.
9.7 The Seller’s obligations contained in this Clause 10 shall apply only to the Buyer but the Buyer shall not be prevented from having recourse to them solely by reason of the Buyer selling the goods in the normal course of its business to a third party. Application for transfer to subsequent purchasers of the goods of the benefit of this warranty for its unexpired period will be considered by the Seller upon submission of a written request.
9.8 The Buyer accepts as reasonable that the Seller’s total liability for any goods or work which are defective shall be as set out in these conditions (including under clause 9.2). To the extent that the Seller is held liable for any monetary amount, its liability shall not exceed 120% of the contract price or if higher £20,000. In fixing that limit, the Seller has had regard to the contract price, the nature of the goods, the general use and purpose of the goods and the resources of each party including servicing facilities and insurance cover, to meet any liability.
10 LIEN
The Seller retains a general lien on any of the Buyer’s equipment or other goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.
11 HEALTH AND SAFETY
The Buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work etc. Act 1974 (as amended from time to time). The Seller will make available on written request such information or the design and construction of the goods as is in its possession to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.
12 SUSPENSION AND TERMINATION
12.1 The Seller shall be entitled without prejudice to its other rights to suspend all further deliveries and/or determine the contract or any unfulfilled part and the Buyer shall be responsible for any resulting loss to the Seller in the event of:
12.1.1 any payment being past the due date for payment by 7 days;
12.1.2 any material breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy; or
12.1.3 the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any similar procedure in the relevant jurisdiction;
12.1.4 the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.5 the Buyer’s financial position deteriorates so far as to reasonably justify the option that its ability to give effect to these conditions are in jeopardy.
13 COPYRIGHT
The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.
14 BRANDING
The Buyer shall not without the prior written consent of the Seller:
14.1 save for the purposes of describing the goods use or permit to be used any of the trademarks, service marks, trade or brand names or any other intellectual property rights of the Seller including for the avoidance of doubt and without prejudice to the generality of the foregoing as or as part of the business, trading or corporate name of the Buyer; or
14.2 allow any trade mark or service mark of the Seller or other word or mark applied to the goods (or the packaging thereof) to be obliterated, obscured or omitted or any further word or mark to be added thereto.
15 IPR CLAIMS
Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods supplied, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on their claimed intellectual property rights unless:
15.1 the Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat;
15.2 the goods shall have been designed by the Seller or made to its design and in any event the Seller’s liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.
16 BUSINESS TO BUSINESS SALES: END OF LIFE OBLIGATIONS
16.1 Where the costs of complying with The Waste Electrical and Electronic Equipment Regulations 2013 (as amended from time to time) and any subordinate legislation issued under those regulations are not specifically provided for within the purchase price then, to the extent that the law permits, the responsibility for compliance with such regulations and the costs shall rest with the Buyer.
16.2 The Buyer shall indemnify the Seller and keep the Seller indemnified against all costs, expenses, damage or other losses incurred or suffered, demands or proceedings made against the Seller arising from a breach by the Buyer of this Clause 16.
17 GENERAL
17.1 Notices – Any notice required to be given by either party to the other shall be sufficiently given if it is in writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.
17.2 Waiver- The waiver by the Seller of any breach of any term shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
17.3 Severance – Should one clause in the contract be determined as invalid, illegal or unenforceable, the provisions of the remainder shall not be affected and in such case the parties 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 clause. Any amendments or deletion of the clause shall not affect the validity and enforceability of the rest of the contract.
17.4 Assignment – The Buyer may not assign, transfer, mortgage, charge, subcontract delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract without prior consent of the Seller.
17.5 Titles – the titles of the clauses shall not be taken into account in the construction in these conditions.
17.6 Governing Law – These terms and all contracts subject to them shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.