Sales Order Line: 01509 502 102
STANDARD TERMS AND
CONDITIONS OF SALE
1.1 The definitions and rules of interpretation in this
condition apply in these conditions.
Business Day: a day (other than a Saturday, Sunday
or public holiday) when banks in London are open
Buyer: the person, firm or company who purchases the
Goods from the Company;
Company: Knighton Janitorial;
Contract: any contract between the Company and the
Buyer for the sale and purchase of the Goods;
Delivery Point: the place where delivery of the Goods is to
take place under condition 4;
Goods: any goods agreed in the Contract to be
supplied to the Buyer by the Company (including any
part(s) of them);
Limit of Indemnity: currently the maximum amount
of £5,000,000 for all occurrences during any one period
VAT: value added tax chargeable under English law for
the time being and any similar additional tax;
Reference to a law is reference to it as it is in force for
the time being taking account of any amendment,
extension, application or re-enactment and includes any
subordinate legislation for the time being in force made
Words in the singular include the plural and in the plural
include the singular.
Reference to one gender includes reference to the other.
Condition headings do not affect the interpretation of
Application of Terms
2.1 Subject to any variation under condition 2.3 the
Contract shall be on these conditions to the exclusion
of all other terms and conditions (including any terms or
conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or
2.2 No terms or conditions endorsed on, delivered with or
contained in the Buyer’s purchase order, confirmation of
order, specification or other document shall form part of
the Contract as a result of such document being referred
to in the Contract.
2.3 These conditions apply to all the Company’s sales and
any variation to these conditions and representations
about the Goods shall have no effect unless expressly
agreed in writing by the Company. The Company’s sales
representatives have no authority to accept, vary or
amend any of these conditions. The Buyer acknowledges
that it has not relied on any statement, promise or
representation made or given by or on behalf of the
Company which is not set out in the Contract.
Nothing in this condition shall exclude or limit the
Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods
by the Buyer from the Company shall be deemed to
be an offer by the Buyer to buy Goods subject to
2.5 No order placed by the Buyer shall be deemed
to be accepted by the Company until a written
acknowledgement of order is issued by the Company
or (if earlier) the Company delivers the Goods to
2.6 The Buyer shall ensure that the terms of its order and any
applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall
come into existence until the Company despatches an
acknowledgement of order to the Buyer or (if earlier) the
Company delivers the Goods to the Buyer. Any quotation
is valid for the period set out on the quotation or, in the
absence thereof for 30 days, provided that the Company
has not previously withdrawn it.
3.1 The quantity and description of the Goods shall be
as set out in the Company’s quotation or
acknowledgement of order.
3.2 All samples, drawings, descriptive matter, specifications
and advertising issued by the Company and any
descriptions or illustrations contained in the Company’s
catalogues or brochures are issued or published for
the sole purpose of giving an approximate idea of the
Goods described in them. They shall not form part of the
Contract and this is not a sale by sample.
4.1 Unless otherwise agreed in writing, delivery of the Goods
shall take place at the Buyer’s usual place of business.
The costs of delivery are included in the Price of the
Goods. However, the Company reserves the right to make
a reasonable charge associated with any additional
costs of carriage where the Buyer’s usual place of
business or the agreed place of delivery is more than 50
miles from the Company’s premises and an additional
administration charge of £10 in respect of orders with a
total value of less than £50.
4.2 Any dates specified by the Company for delivery of the
Goods are an estimate and time for delivery shall not be
made of the essence by notice. If no dates are specified,
delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions the
Company shall not be liable for any direct, indirect or
consequential loss (all three of which terms include,
without limitation, pure economic loss, loss of profits,
loss of business, depletion of goodwill and similar loss),
costs, damages, charges or expenses caused directly
or indirectly by any delay in the delivery of the Goods
(even if caused by the Company’s negligence), nor shall
any delay entitle the Buyer to terminate or rescind the
Contract unless such delay exceeds three months.
4.4 If for any reason the Buyer fails to accept delivery
of any of the Goods, or the Company is unable to
deliver the Goods on time because the Buyer has not
provided appropriate instructions, documents, licences
or authorisations: (a) risk in the Goods shall pass to
the Buyer (including for loss or damage caused by the
Company’s negligence); and (b) the Goods shall be
deemed to have been delivered; or (c) the Company may
store the Goods until delivery, whereupon the Buyer shall
be liable for all related costs and expenses (including,
without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point and at its
expense adequate and appropriate equipment and
manual labour for loading or unloading of the Goods.
4.6 The Company may cancel delivery if the Company
believes it would be unsafe, unlawful, or unnecessarily
difficult to deliver to the Delivery Point and delivery
shall take place upon the return of the Goods to the
Company’s place of business.
4.7 The Company may deliver the Goods by separate
instalments. Each separate instalment shall, subject to
condition be invoiced and paid for in accordance with the
provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no
cancellation or termination of any one Contract relating
to an instalment shall entitle the Buyer to repudiate or
cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded
on despatch from the Company’s place of business
shall be conclusive evidence of the quantity received on
delivery unless the Buyer can provide conclusive evidence
proving the contrary.
5.2 The Company shall not be liable for any non-delivery
of Goods (even if caused by the Company’s negligence)
unless the Buyer gives written notice to the Company
of the non-delivery within 7 days of the date when the
Goods would in the ordinary course of events have
5.3 Any liability of the Company for non-delivery of the
Goods shall be limited to replacing the Goods within a
reasonable time or issuing a credit note at the pro rata
Contract rate against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time
6.2 Where applicable, risk in transit shall remain with the
Company until delivery at the Delivery Point provided
that in the event of any damage to the Goods during
transit the Company will replace any goods proved to
the Company’s satisfaction to have been damaged
in transit subject to having received from the Buyer
within 48 hours after delivery notification in writing of
the occurrence of the damage and also, if and so far as
practicable, of its nature and extent.
6.3 Ownership of the Goods shall not pass to the Buyer until
the Company has received in full (in cash or cleared
funds) all sums due to it in respect of: (a) the Goods;
and (b) all other sums which are or become due to the
Company from the Buyer.
6.4 Until ownership of the Goods has passed to the Buyer,
the Buyer shall: (a) hold the Goods on a fiduciary basis
as the Company’s bailee; (b) store the Goods (at no
cost to the Company) separately from all other goods
of the Buyer or any third party in such a way that they
remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying
mark or packaging on or relating to the Goods; and (d)
maintain the Goods in satisfactory condition and keep
them insured on the Company’s behalf for their full price
against all risks to the reasonable satisfaction of the
Company. On request the Buyer shall produce the policy
of insurance to the Company.
6.5 The Buyer may resell the Goods before ownership has
passed to it solely on the following conditions: (a) any
sale shall be effected in the ordinary course of the
Buyer’s business at full market value; and (b) shall be
a sale of the Company’s property on the Buyer’s own
behalf and the Buyer shall deal as principal when making
such a sale.
6.6 The Buyer’s right to possession of the Goods shall
terminate immediately if: (a) any of the matters set
out in condition 11.1 (a) to (o) occur; or (b) the Buyer
encumbers or in any way charges any of the Goods.
6.7 The Company shall be entitled to recover payment for
the Goods notwithstanding that ownership of any of the
Goods has not passed from the Company.