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Sales Order Line: 01509 502 102


Hygiene. Measured.



1. Interpretation

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

for business;

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

of insurance;

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

under it.

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

these conditions.


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

other document).

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

these conditions.

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

the Buyer.

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

been delivered.

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

of delivery.

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.