Terms and Conditions
Terms and conditions of Kersten UK Limited website usage
Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Kersten UK Limited's relationship with you in relation to this website. The term "Kersten UK Limited" or "us" or "we" refers to the owner of the website whose registered office is Progress House, 39 Boulton Road, Reading, Berkshire RG2 0NH.
Our company registration number is 4083414. Our VAT number is GB 742 576 321
The term "you" refers to the user or viewer of our website.
The use of this website is subject to the following terms of use:
• The content of the pages of this website is for your general information and use only. It is subject to change without notice.
• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
• This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
• All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
• Unauthorised use of this website may give to a claim for damages and/or be a criminal offence.
• From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
• You may not create a link to this website from another website or document without Kersten UK Limited's prior written consent.
• Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales. This website is aimed solely at users who access it from the UK mainland.
• We use Google Analytics as part of our general marketing effort and the continued use of the site means that information will be gathered about your time on the site. This is anonymous and used for statistical purposes only.
Kersten UK Ltd Consumer refund and cancellation policy.
The business of Kersten (UK) Ltd is primarily Business to business. The terms and conditions for this trade may be found below with the heading General business terms and conditions of Kersten UK Limited.
However occasionally we do supply goods and services on a Business to Consumer basis.
In these circumstances, when selling to consumers, the following additional terms, conditions and policies will prevail.
We accept orders from residents and businesses situated in the UK only.
Orders will be accepted for delivery to UK addresses only. We do not deliver goods to consumers outside of UK.
Payment
The price you pay is the price displayed on a personalised quotation from Kersten (UK) Ltd. Prices displayed on the web site are indicative only. We do not accept orders placed directly on our website. However, if there is a pricing error, which was obvious and could have reasonably been recognised by you as a mispricing, we do not have to provide the products to you at the incorrect price. All prices shown are exclusive of VAT unless otherwise stated. VAT is charged at the applicable rate chargeable in the UK for the time being. If the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, (unless you have already paid for the products in full before the change in VAT takes effect).
Payment for all products shall be by transfer of funds into our bank account (details of which are provided on our quotations and invoices) credit card or debit card or via PayPal. If paying by card, the following cards are accepted, Visa Electron, Solo, Maestro, Switch, Mastercard and you will be required to provide your debit or credit card details at the time you place an order with us. Payment for all products and applicable delivery charges is taken when the order is placed. We reserve the right, at our sole discretion, to make external checks including via third parties, in order to verify your age and identity.
Collection and Delivery
Delivery of an order shall be complete when you collect the goods or we (or our third-party subcontractors or distributors) deliver the service or product to the address you gave us and the product will be your responsibility from that time. Title to products purchased will pass to you on collection or delivery, provided we have received payment in full for the products.
Delivery will be made within 28 working days of the date we send you a Confirmation of Order Email and in most cases within 7 working days or unless otherwise agreed in writing. A working day will be any day other than a Saturday, Sunday or bank holiday in the UK.
Delivery will be between 8 am and 6 pm – unfortunately, no time specifications can be provided.
Delivery to some UK postcodes may incur a delivery charge and this is confirmed during the quotation and order process when you input your delivery postcode.
Cancellations and returns
Before Delivery
You can cancel your order at any time before delivery. If you wish to do so, please contact us by phone on 01189869253 or by email to info@kerstenuk.com.
14 Days Cooling Off Period
You have a legal right to cancel your order (being a contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2014) within 14 days of delivery of the product to you. You then have 14 days from this date to return the product to us.
To cancel a Contract, you need to let us know that you have decided to cancel. You can email us at info@kerstenuk.com, contact our customer services team by telephone on 01189869253 or by post to the address set out below. If you are emailing or writing to us, please include details of your order to help us identify it. If you notify us of your decision to cancel your order by email or by post, then your cancellation will be effective from the date you send the email or post the letter.
If you cancel this contract, we will reimburse all payments received from yourself, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery option other than the least expensive offered by us). We may make a deduction from the reimbursement for loss in value of any goods supplied if the loss is the result of unnecessary handling by yourself.
We will issue the reimbursement without undue delay, and no later than:
(a)14 days after the day we receive from you any goods supplied, or
(b) (if earlier) 14 days after the day you provide evidence that you have returned the goods, or
(c) if there were no goods supplied, 14 days after the day on which we are informed regarding your decision to cancel this contract.
We will issue the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest. We will also inspect the item to confirm it is in unused, original condition. You shall send back the goods or hand them over to us, without undue delay and in any event no later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back goods before the period of 14 days has expired.
You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature and characteristics of the goods.
On cancellation for whatever reason, where you have received the goods you must return the goods to us (together with the original packaging) without undue delay and in any event within 14 days after the day of the cancellation at your cost. You must return goods with all components and also any promotional items received (including free gifts) or discounted additional products. You can return certain goods by post from your local Post Office and larger products by our carrier pick up service.
We may charge a fee for the courier pick up service; the cost will depend on the good(s) returned. You may also arrange transport to our warehouse at the address below. Before sending any item, it is essential to gain a returns number from us.
Faulty or Defective Products
A product received is classed as faulty if it is not;
i) Of satisfactory quality (within the meaning of the Consumer Rights Act 2015).
ii) Fit for the purpose described by us on the Website or as set out in any relevant brochure.
iii) As described - conform materially to the specification as set out on the Website or in the applicable user manual.
You may reject an order from us for a full refund or replacement within 30 days of delivery of your goods if the item does not meet the standards above.
Returned Products
Your sole remedy following the return of a defective product outside of 30 days to us shall be its repair, replacement or a refund, which shall be decided at our sole discretion.
All returned products are inspected before any refund is issued. We reserve the right to refuse a refund and to recover our costs in the event that
- you have made further use of the product after giving notice that you intend to cancel the order and return the product to us,
- the defect in the product has arisen because you have failed to follow any instructions set out in any relevant user manual or on our Website as to storage, use and maintenance of the product,
- 3) the product has been altered or repaired other than by Kersten (UK) Ltd or an authorised dealer or
- 4) the defect has arisen as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.
The cost of the return delivery will be deducted from any refund issued in this circumstance.
These policies do not affect your legal rights.
The contact address and returns address of the company is Kersten (UK) Ltd Progress House, 39 Boulton Road, Reading RG2 0NH
Privacy policy
Kersten UK Ltd is primarily a Business to Business supplier of outdoors surface maintenance equipment. The use of your data is by our company entirely connected with this operation. This privacy policy sets out how "Kersten UK Limited" uses and protects any information that you give "Kersten UK Limited" when you use this website. "Kersten UK Limited" is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website then you can be assured that it will only be used in accordance with this privacy statement. "Kersten UK Limited" may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 1 January 2009
What we collect
We may collect the following information:
• name and job title
• contact information including email address
• demographic information such as postcode, preferences and interests
• other information relevant to customer surveys and/or offers
What we do with the information we gather
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
• Internal record keeping.
• We may use the information to improve our products and services.
• We may periodically send promotional email about new products, special offers or other information which we think you may find interesting using the email address which you have provided and if you have agreed to receive such information.
• We may use the information to customise our website according to your interests.
We do not present third party advertisements on our websites.
Security
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
How we use cookies
A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences. We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system. Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Links to other websites
Our website may contain links to enable you to visit other websites of interest easily. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
Controlling your personal information
• We do use your information for anything other than direct communication as a result of your enquiry.
• If you have (previously) agreed to us using your personal information for direct marketing purposes, for example requesting our monthly newsletter, you may change your mind at any time by using the unsubscribe facility on every communication, writing to us at the registered office or using our contact us page. We will not sell, distribute or lease your personal information to third parties. We will not share your personal information with our suppliers or resellers or any other body unless we have your permission or are required by law to do so.
You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee may be payable. If you would like a copy of the information held on you please write to us. If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the registered address. We will promptly correct any information found to be incorrect.
Copyright notice
This website and its content is copyright of "Kersten UK Limited" - © "Kersten UK Limited" 2012. All rights reserved. Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following:
• you may print or download to a local hard disk extracts for your personal and non-commercial use only
• you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.
General business terms and conditions of Kersten UK Limited
1. Interpretation
1.1 In these Conditions the following words shall have the following meanings:
• "Buyer" means Kersten (UK) Limited a private limited company registered in England number 4083414 whose registered office is at Progress House, 39 Boulton Road Reading RG2 0NH
• "Goods" any goods which the Buyer is to purchase from the Seller (including any of them or any part of them)
• "Seller" the person, firm or company who accepts the Buyer's Order • "Contract" the contract between the Company and Seller for the sale and purchase of the Goods
• "Order" any purchase order of the Buyer for the Goods, incorporating these terms and conditions
1.2 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
2. Formation and incorporation
2.1 These terms and conditions are the only conditions upon which the Buyer is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions subject to any variation under Condition 2.3. No terms and/or conditions endorsed upon, delivered with or contained in the Seller's quotation acknowledgement or acceptance of order, specification or similar document will form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and/or conditions. Any reference below or overleaf to such documents will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such documents will have effect to the exclusion or amendment of the Contract terms.
2.2 Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to purchase Goods subject to these terms and conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance, or implied by fulfilling the Order, in whole or in part, accepts the offer.
2.3 Any variation to the Order or these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Buyer.
2.4 Each Order is liable to cancellation by the Buyer if not unconditionally accepted by the Seller within 14 days of the Order.
3. Specification
3.1 The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable specification supplied or advised by the Buyer to the Seller.
3.2 The Seller shall comply with all applicable standards, regulations and/or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.
3.3 The Buyer shall have the right to inspect and test the Goods at all times and the Seller shall not unreasonably refuse any request by the Buyer to inspect and test the goods during manufacture, processing or storage at the premises of the Seller or any third party prior to dispatch and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.4 If as the result of such inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract and the Buyer so informs the Seller within 30 days of inspection or testing the Seller shall take all steps necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller's obligations under the Contract.
3.6 The Buyer may return any rejected Goods at the Seller's risk and expense. The right to reject shall extend to the whole or any part of a consignment. Rejected Goods shall not be replaced unless the Buyer so requires in writing.
3.7 The Seller shall be responsible for repayment to the Buyer of all costs losses damages and expenses whatsoever incurred by the Buyer due to rejection of the Goods and/or any additional expenditure reasonably incurred by the Buyer in obtaining other goods to replace the rejected Goods.
3.8 The Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract and the Buyer shall be entitled to reject the Goods if they are not in conformance with the Contract, however slight the breach may be.
3.9 The Goods shall be marked in accordance with the Buyer's instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition in the ordinary course.
3.10 The Buyer may at any time make changes in writing relating to the Contract including changes in the drawings or specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increasing cost of, or time required for, the performance of the Contract an equitable adjustment shall be made to the price, delivery schedule or both. Any claim or adjustment by the Seller must be approved by the Buyer in writing before the Seller proceeds with such changes.
3.11 The Goods shall be of the best available design and of the best material and workmanship and be without fault and shall conform as to the quality quantity and description with the particulars and/or specifications in the Contract and shall be new and unused unless otherwise specified.
3.12 The Goods shall be fit and sufficient for the purpose for which such Goods are ordinarily used and for any particular purpose made known to the Seller by the Buyer and the Buyer relies on the skill and judgement of the Seller in the supply of the Goods and the execution of the Order.
4. Delivery
4.1 The Goods shall be delivered carriage paid to the Buyer's place of business as named overleaf on the Order, or if some other place of delivery is agreed by the Buyer in writing by delivery of the Goods to that place during the Buyer's normal office hours. The Seller shall off-load the Goods of its own risk as directed by the Buyer.
4.2 The Goods shall be delivered on the date or within the period specified in the Order, or if no such period is specified within 28 days of the Order.
4.3 Where access to the premises is necessary in connection with delivery or installation the Seller and its sub-contractors shall at all times comply with the reasonable requirements of the Buyer's Administrative Officer.
4.4 The Seller shall ensure that each delivery is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.5 Time for delivery shall be of the essence of the Contract.
4.6 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Buyer reserves the right to:
• 4.6.1 cancel the Contract in whole or in part;
• 4.6.2 refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;
• 4.6.3 recover from the Seller any expenditure reasonably incurred by the Buyer in obtaining the Goods in substitution from another supplier, and
• 4.6.4 claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to deliver the Goods on the due date.
4.7 The Buyer shall not be deemed to have accepted the Goods until the Buyer has had twenty one days to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
4.8 No Goods supplied under the Contract earlier than the date for delivery set out in these terms and conditions, or in any delivery schedule, will be accepted or paid for unless the Buyer notifies the Seller in writing of its intention to accept the same.
4.9 The Seller shall supply the Buyer on delivery of the Goods with all operating and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Buyer to accept delivery of Goods.
4.10 Unless the Buyer expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned, if required, at the Seller's risk and expense.
4.11 Where more than one item of Goods is involved in the Order and the Buyer agrees to accept delivery by instalments, the Contract shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Buyer at its option to treat the Contract as repudiated.
4.12 If the Goods are delivered to the Buyer in excess of the quantities ordered the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Seller's risk and will be returnable at the Seller's expense.
4.13 The Goods shall be properly packed clearly labelled and adequately protected against damage and deterioration in transit.
4.14 The Seller will repair or replace Goods damaged or lost in transit or during off-loading or stacking free of charge provided the Buyer gives written notice to the Seller of the damage or loss within a reasonable time after receipt of a despatch note.
5. Risk/Ownership
5.1 Risk in the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
5.2 The ownership of the Goods shall pass to the Buyer upon delivery.
6. Price
6.1 The price payable for the Goods shall be that stated in the Order and unless otherwise stated shall be:
• 6.1.1 inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts, levies or taxes other than value added tax; and
• 6.1.2 fixed for the duration of the Contract.
6.2 No variation in the price nor extra charges can be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Buyer.
7. Payment
7.1 The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods and each invoice shall quote the number of the Order. The Seller shall render a separate invoice in respect of each consignment delivered under the Order.
7.2 Unless otherwise stated in the Order the Buyer shall pay the price of the Goods within 30 days after receipt of the goods or the last day of the month following the month of receipt by the Buyer of a proper invoice whichever is the later.
7.3 Without prejudice to any other right or remedy, the Buyer reserves the right to set off any amount owing at any time from the Seller or associated Company of the Seller to the Buyer against any sums payable by the Buyer to the Seller or associated company of the Seller under the Contract where associated company has the same meaning as ascribed to it by section 416 Income and Corporation Taxes Act 1988.
8. The buyer's property
8.1 Materials, equipment, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Buyer to the Seller shall at all times be and remain the exclusive property of the Buyer and shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Buyer and shall not be disposed of other than in accordance with the Buyer's written instructions, nor shall such items be used otherwise than as authorised by the Buyer in writing.
8.2 The Seller warrants that the sale or use of the Goods by the Buyer will not infringe any British or foreign patent copyright trade mark trade name or registered design or other right of any third party.
8.3 The Seller undertakes to indemnify the Buyer against all loss damage liability actions proceedings costs claims or expenses which the Buyer may suffer or incur by reason or any breach of the warranty in Condition 8.2.
8.4 Should the Buyer receive notice of any claim that the Goods infringe any such patent, copyright, trade mark, trade name or registered design or any other right of any third party the Buyer shall have the right to terminate the Contract forthwith but such termination shall be without prejudice to any other right of action the Buyer may have.
9. Warranties and indemnity
9.1 The Seller warrants to the Buyer that the Goods:
• 9.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Act 1994, and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
• 9.1.2 will be free from defects in design, material and workmanship;
• 9.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Buyer; and
• 9.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply.
9.2 The Seller shall indemnify and keep indemnified the Buyer in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
• 9.2.1 breach of any warranty given by the Seller in relation to the Goods;
• 9.2.2 any claim that the Goods infringe, or their use, resale or importation infringes the British or foreign patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Buyer;
• 9.2.3 any claim made against the Buyer in respect of any liability, loss, damage, cost or expense sustained by the Buyer's employees or agents by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods; or
• 9.2.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods in accordance with the Contract
• 9.2.5 any defect in packaging or containers of the Goods or any misleading or inaccurate information or data supplied at any time by the Seller its servants or agents
• 9.2.6 any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods or the negligent or wrongful act or omission of the Seller.
9.3. The Seller shall effect with a reputable insurance company a policy or policies covering all the matters which are the subject of indemnities under these Conditions and shall at the request of the Buyer produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium thereunder.
10. Termination
10.1 The Buyer shall be entitled to cancel any Order in whole or in part by giving notice to the Seller at any time prior to delivery of the Goods in which event the Buyer's sole liability shall be to pay to the Seller fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation shall not include loss of anticipated profits or any consequential loss.
10.2 The Buyer shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:
• 10.2.1 the Seller commits a breach of any of the terms and conditions of the Contract;
• 10.2.2 any distress, execution or other legal process is levied upon any of the assets of the Seller;
• 10.2.3 the Seller enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purpose of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Seller's undertaking or assets;
• 10.2.4 the Seller ceases or threatens to cease to carry on its business;
• 10.2.5 the financial position of the Seller deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy;
• 10.2.6 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller; • 10.2.7 the Seller does not pay any money due from it to the Buyer; or
• 10.2.8 there is any breach of these Conditions by the Seller. 10.3 The termination of the Contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
10.4 No concession or delay on the part of the Buyer shall be construed as a waiver of any rights and remedies.
10.5 The Buyer shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving to the Seller notice in writing whereupon all work on the Contract shall be discontinued. The Seller shall pay fair and reasonable compensation for the work in progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss whatsoever.
11. Remedies
Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with or the Seller fails to comply with any of the terms of this Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:
11.1 to rescind the Order;
11.2 to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
11.3 at the Buyer's option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
11.4 to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
11.5 to carry out at the Seller's expense any work necessary to make the Goods comply with the Contract; and
11.6 to claim such damages as may have been sustained in consequence of the Seller's breaches of the Contract.
12. Health and safety
12.1 Any Goods supplied or installed under the Contract shall be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health and all Goods will be supplied with full instructions for their proper use maintenance and repair and with any necessary warning notices clearly displayed.
12.2 The Seller agrees before delivery to furnish the Buyer in writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Buyer will rely on the supply of such information from the Seller in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other relevant legislation.
12.3 In respect of all goods supplied the Seller will maintain and observe quality control and supplier quality assurance standards in accordance with the requirements of the Buyer, its customs, relevant British Standards, statutory and regulatory bodies.
12.4 It is the responsibility of the Seller to acquaint itself with the purposes for which the Goods supplied are to be used.
12.5 The Seller shall indemnify the Buyer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Buyer may suffer or incur as a result of or in connection with any breach of this Condition.
13. Assignment
13.1 This Contract is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under the Contract.
13.2 The Buyer may assign the Contract or any part thereof to any person, firm or company.
14. Force majeure
14.1 The Buyer reserves the right to defer the date o delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business through any circumstances beyond its reasonable control.
14.2 Without prejudice to the generality of condition 14.1 the following shall be included as causes beyond the Buyer's reasonable control:
• 14.2.1 governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;
• 14.2.2 Act of God, fire, explosion, flood, epidemic or accident;
• 14.2.3 import or export regulations or embargoes;
• 14.2.4 labour disputes not including the work-force of the Seller;
• 14.2.5 inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; or
• 14.2.6 a power failure of breakdown of machinery.
15. Notices
15.1 Any notice given under or pursuant to the Order may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by facsimile transmission of other means of telecommunications resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
16. General
16.1 Each right or remedy of the Buyer under the Contract is without prejudice to any other right or remedy of the Buyer whether under the Contract or not.
16.2 Any provision of the Contract which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of the Contract and the remainder of such provision shall not be affected.
16.3 Failure of the Buyer to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
16.4 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
16.5 The formation, construction, performance, validity and all aspects of the Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
OCCUPATIONAL HEALTH & SAFETY POLICY
• Establish and implement a Health and Safety Management System to manage the risks associated with our premises and activities.
• Regularly monitor our performance and advise our Health and Safety Management System as necessary to ensure we achieve our objective of continuous improvement.
• Provide sufficient resources to meet the requirements of current Health and Safety legislation and aim to achieve the standards of 'Good Practice' applicable to our activities.
• Actively promote an open attitude to Health and Safety issues, encouraging staff to identify and report hazards so that we can contribute to creating and maintaining a safe working environment.
• Communicate and consult with our staff on all issues affecting their health and safety and, in doing so, bring this Policy to their attention.
• Provide adequate training to our staff to enable them to work safely and effectively, and to ensure they are competent and confident in the work they carry out.
• Carry out the regularly review risk assessments to identify hazards and existing control measures. We will prioritise, plan and complete any corrective actions required to reduce risk to an acceptable level.
• Maintain our premises and work equipment to a standard that ensures that risks are effective managed.
• Ensure that responsibilities for health and Safety are allocated, understood, monitored and fulfilled. It is the duty of all of us when at work:
• To take reasonable care of our own safety.
• To take reasonable care of the safety of others who may be affected by what we do or fail to do.
• To co-operate so that we can all comply with our legal duties
• To ensure we do not interfere with or misuse anything provided in the interests of health and safety.