Terms and Conditions
Kinspeed Ltd trading as puterstuff.com Standard terms and conditions of supply.
1. Definitions
In these conditions the following expressions shall have the meaning set opposite them except to the extent that context otherwise requires:
(a) "Kinspeed" Kinspeed Ltd of Albion House, 23-25 Albion Road, Rotherham, S60 2NF.
(b) "the products" all equipment, and/or software, including documentation where applicable, provided by Kinspeed, and services from time to time offered for sale or supply by Kinspeed.
(c) "the customer" the person who accepts Kinspeed's quotation for the sale of the products or whose order for them is accepted by Kinspeed.
(d) "Order" Kinspeed's form of acceptance.
(e) "Contract" a contract for the sale or supply of any of the products.
(f) "Writing" includes telex, cable, facsimile transmission and comparable means of communication.
2. Order Acceptance
2.1 All orders placed by the Customer for Products shall constitute an offer to Kinspeed under these terms and conditions, subject to availability of the Products and to acceptance of the order by Kinspeed, or by Kinspeed's authorised representative.
2.2 It is agreed that Kinspeed's terms and conditions shall prevail over any terms and conditions of the Customer unless Kinspeed's terms and conditions are amended in writing and signed by Kinspeed and the Customer.
3. Delivery
3.1 Delivery of the products shall be made to such place as shall have been agreed between the parties
3.2 Any delivery date agreed by Kinspeed shall be an estimate only and not of the essence. Kinspeed shall not be liable for any delay in the performance of its obligations or the consequence thereof where such delay or non-performance is due to circumstances outside Kinspeed's reasonable control.
4. Cancellation and Rescheduling
Subject to sub-clause 10.2 any request by the Customer for cancellation of any order or for rescheduling of deliveries will only be considered by Kinspeed if made at least twelve (12) hours before dispatch of the products, and shall be subject to acceptance by Kinspeed at Kinspeed's sole discretion, and subject to a reasonable administration charge therefor by Kinspeed. The customer hereby agrees to indemnify Kinspeed against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and it's cancellation or rescheduling.
5. Prices
5.1 Catalogues, price lists and other advertising literature or material as used by Kinspeed are intended as an indication as to the price and range of the products offered and no prices, descriptions or other particulars contained therein shall be binding on Kinspeed.
5.2 Kinspeed reserves the right by notice to the Customer to vary the price of any Product at any time prior to delivery to reflect any increase in the cost to Kinspeed which is due to any factor beyond the control of Kinspeed.
5.3 All prices are exclusive of value added tax and any similar taxes. All such taxes are payable by the customer and will be applied in accordance with UK legislation in force at the tax point date.
6. Payment Terms
6.1 During the course of first time dealings between Kinspeed and the Customer, the Customer agrees to pay fifty percent (50) of the price on delivery of the Products.
6.2 In the course of any further dealings between Kinspeed and the Customer, Kinspeed at it's sole discretion may grant the customer a thirty day (30) credit account.
6.3 If the customer has been granted a credit account invoices will be raised and dated by Kinspeed on the date of dispatch or delivery of the Products. Unless otherwise specifically negotiated and agreed, invoices are payable by the Customer thirty days (30) from the date of the invoice. Payments which are not received when payable will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 1.5% per month or part of a month.
6.4 Kinspeed may maintain an action for the price of the Products notwithstanding that the title to and property in the Products have not passed to the Customer.
7. Title and Risk
7.1 Risk in the Products shall pass to the Customer on delivery. Title and property in the Products (other than software) shall not pass until Kinspeed has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by or services agreed to be provided by Kinspeed to the Customer for which payment is then due.
UNDER NO CIRCUMSTANCES SHALL TITLE OR OWNERSHIP OF ANY SOFTWARE BE TRANSFERRED TO THE CUSTOMER.
7.2 Until the Customer has paid Kinspeed in full therefor, the Customer undertakes to mark or otherwise identify the products as being the property of Kinspeed and hereby irrevocably authorises Kinspeed to enter upon the premises where the Products are kept from time to time for the purpose of repossessing the same in the event of the termination of the Contract by virtue of non-payment or otherwise. Until that time the Customer shall be entitled to resell or use the Products in the ordinary course of it's business, but shall account to Kinspeed for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8. Specification of Products
8.1 Kinspeed will not be liable for any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. Kinspeed will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any notice from the manufacturer.
8.2 Unless otherwise agreed, the products are supplied in accordance with the manufacturer's standard specifications as these may be improved, substituted or modified. Kinspeed reserves the right to increase it's quoted or list price, or to charge accordingly in respect of Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of products.
9. Claims and Queries
9.1 No claims in respect of non-delivery, shortages, or discrepancies in or damage to Products comprised in an Order will be accepted by Kinspeed unless notified to Kinspeed in writing within five (5) working days of the date of the invoice.
9.2 Kinspeed shall have no liability in respect of damage or shortages caused by the acts or omissions of the Customer or of others or by causes beyond Kinspeed's control.
9.3 No claim in respect of any invoice as to inaccuracies in price, discount, terms of payment or of any other commercial terms will be accepted by Kinspeed unless notified to Kinspeed in writing within fourteen (14) days of the date of the invoice.
9.4 No claim by the Customer that it has not received any invoice will be accepted unless notified to Kinspeed in writing in seven (7) days from the first statement of account from Kinspeed identifying such invoice.
9.5 In any case referred to in paragraphs 9.1 9.3 or 9.4 of this clause where no claim has been notified within the relevant period the customer will be deemed to have accepted and be liable for the price of the Products in respect of which but for this clause a claim might have been made.
10. Returns
10.1 If a claim is made under Clause 11 which might entitle the Customer to return the Products, Kinspeed shall not be bound to accept such return or exchange of Products unless the Customer complies strictly with Kinspeed's return procedures.
10.2 Returns must be made subject to the following procedures;
(a) prior authority having being obtained from Kinspeed which will be given at Kinspeed's sole discretion;
(b) within thirty (30) days of the date of the invoice;
(c) the Products must be properly packed;
(d) the products must be in a saleable condition
(e) the products must be accompanied by a detailed packaging list. Kinspeed reserves the right to levy an administration charge in respect of returns.
10.3 Kinspeed reserves the right to reject any Products returned which do not comply with the conditions set out in sub-clause 10.2.
11. Warranty
11.1 Kinspeed warrants that it has good title to or licence to supply all Products to the Customer.
11.2 In respect of Products, other than software, Kinspeed undertakes to make good any defect which may appear under normal and proper use during the period of ninety (90) days from the date of delivery and which is due solely to faulty design, materials or workmanship provided the Customer notifies Kinspeed in writing immediately the defect is discovered and returns the defective product or part thereof to Kinspeed
11.3 In the case of software which is written by Kinspeed, Kinspeed warrants that it will, when properly installed and operated on or in conjunction with equipment approved by Kinspeed, perform substantially as described in any functional specification submitted or accepted by Kinspeed in writing for a period of ninety days (90) after the date of installation. Kinspeed undertakes to correct at it's own expense any material deviation from such description reported to it in writing within such ninety (90) day period.
11.4 In respect of Products, including Software, manufactured or written, as the case may be, by third parties, Kinspeed shall ensure that the warranties provided by the manufacturer or copyright owner will be passed on to the customer.
11.5 Kinspeed will not be liable for loss or damage or delay in undertaking it responsibility in sub-clause 9.4, arising out of the actions of a third party, or any loss damage or delay falling outside the control of Kinspeed.
11.6 Kinspeed does not warrant that software will be suitable for any particular requirement of the Customer or that it's operation will be uninterrupted or error free.
12. Liability of Kinspeed and their limitations.
12.1 Kinspeed accepts liability for death or personal injury to the extent the same is due to negligence of Kinspeed or it's employees in performing a contract.
12.2 Kinspeed accepts liability for any breach by Kinspeed of the warranties as to title, quiet possession and freedom of encumbrance which may be implied by law.
12.3 Kinspeed accepts liability for direct physical damage to the tangible property of the Customer to the extent the same is due to Kinspeed or it's employees in performing a contract
12.4 If Kinspeed is proved to be in breach of the provisions of a contract and after having been given reasonable opportunity to correct any such breach fails to do so, then it shall be liable to the Customer in damages for direct losses suffered by the customer.
12.5 Kinspeed will not be liable for the non provision of support on software written by Kinspeed, or by a third party, if the customer has not correctly registered the software in accordance with Kinspeed’s or the third parties registration procedures.
12.6 The liabilities specified in this clause and in Clause 9 represents the total limit of liability accepted by Kinspeed under a Contract for any single or series of claims arising from the same cause unless such claims arise as a result of a breach of sub-paragraphs 10.1 and 10.2 above.
In no event shall Kinspeed be liable to the Customer:-
(a) for any other or further losses, costs or damages suffered or incurred by the customer as a result of a breach by Kinspeed of it's obligations under a Contract or the supply of the Products including any consequential loss, loss of profits business revenue or savings and whether liability for such losses, costs or damages arise in contract tort or statute or out of any defect in, failure ,or unsuitability for any purpose or delay in delivery of the Products or from any fundamental breach of a contract by Kinspeed.
(b) for any losses, costs or damages whatsoever under a Contract or otherwise where proceedings for such losses, costs or damages whatsoever under a Contract or otherwise where proceedings for such losses, costs or damages are begun one year or more after the occurrence of the breach giving rise to the claim or the time when the customer should reasonably have become aware of the facts constituting the cause of action. PROVIDED THAT this limitation shall not apply in the case of a claim under sub-clause 10.1 or 10.2 above.
12.7 The Customer is therefore, advised to review its insurance position with it's brokers or insurance company.
13. Termination for Cause.
This Agreement may be terminated forthwith by notice in writing if the Customer is in breach of any of these terms and conditions and such failure continues for a period of fourteen (14) days after written notice thereof and Kinspeed shall be entitled to treat the same as repudiated without prejudice to all other rights and remedies in respect of such breach. Any indulgence by Kinspeed in respect of this clause shall not be deemed a waiver. Kinspeed reserves the right to terminate the agreement forthwith (without prejudice to Kinspeed's rights) if the Customer ceases or threatens to cease trade in the event of any proceedings, voluntarily or involuntarily, against the Customer in bankruptcy or insolvency or in the event of the appointment of the receiver of the Customer's assets or any of them or if the Customer shall make any composition or arrangement with it's creditors.
14. General
14.1 No forbearance, delay, or indulgence by either party in enforcing its respective rights shall prejudice the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any other breach.
14.2 The customer agrees not to assign any of it's rights herein without prior written consent of Kinspeed.
14.3 Neither party shall be liable to the other party for any delay in or failure to perform its obligations here under (other than payment of money) where such delay or failure results from force majeur, act of God, fire, explosion, accident, industrial dispute or any other cause beyond reasonable control.
14.4 These conditions may only be modified or otherwise amended by written agreement signed on behalf of both parties.
14.5 These terms and conditions shall be governed by the laws of England and the parties hereby submit to the jurisdiction of the English courts.
1. Definitions
In these conditions the following expressions shall have the meaning set opposite them except to the extent that context otherwise requires:
(a) "Kinspeed" Kinspeed Ltd of Albion House, 23-25 Albion Road, Rotherham, S60 2NF.
(b) "the products" all equipment, and/or software, including documentation where applicable, provided by Kinspeed, and services from time to time offered for sale or supply by Kinspeed.
(c) "the customer" the person who accepts Kinspeed's quotation for the sale of the products or whose order for them is accepted by Kinspeed.
(d) "Order" Kinspeed's form of acceptance.
(e) "Contract" a contract for the sale or supply of any of the products.
(f) "Writing" includes telex, cable, facsimile transmission and comparable means of communication.
2. Order Acceptance
2.1 All orders placed by the Customer for Products shall constitute an offer to Kinspeed under these terms and conditions, subject to availability of the Products and to acceptance of the order by Kinspeed, or by Kinspeed's authorised representative.
2.2 It is agreed that Kinspeed's terms and conditions shall prevail over any terms and conditions of the Customer unless Kinspeed's terms and conditions are amended in writing and signed by Kinspeed and the Customer.
3. Delivery
3.1 Delivery of the products shall be made to such place as shall have been agreed between the parties
3.2 Any delivery date agreed by Kinspeed shall be an estimate only and not of the essence. Kinspeed shall not be liable for any delay in the performance of its obligations or the consequence thereof where such delay or non-performance is due to circumstances outside Kinspeed's reasonable control.
4. Cancellation and Rescheduling
Subject to sub-clause 10.2 any request by the Customer for cancellation of any order or for rescheduling of deliveries will only be considered by Kinspeed if made at least twelve (12) hours before dispatch of the products, and shall be subject to acceptance by Kinspeed at Kinspeed's sole discretion, and subject to a reasonable administration charge therefor by Kinspeed. The customer hereby agrees to indemnify Kinspeed against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and it's cancellation or rescheduling.
5. Prices
5.1 Catalogues, price lists and other advertising literature or material as used by Kinspeed are intended as an indication as to the price and range of the products offered and no prices, descriptions or other particulars contained therein shall be binding on Kinspeed.
5.2 Kinspeed reserves the right by notice to the Customer to vary the price of any Product at any time prior to delivery to reflect any increase in the cost to Kinspeed which is due to any factor beyond the control of Kinspeed.
5.3 All prices are exclusive of value added tax and any similar taxes. All such taxes are payable by the customer and will be applied in accordance with UK legislation in force at the tax point date.
6. Payment Terms
6.1 During the course of first time dealings between Kinspeed and the Customer, the Customer agrees to pay fifty percent (50) of the price on delivery of the Products.
6.2 In the course of any further dealings between Kinspeed and the Customer, Kinspeed at it's sole discretion may grant the customer a thirty day (30) credit account.
6.3 If the customer has been granted a credit account invoices will be raised and dated by Kinspeed on the date of dispatch or delivery of the Products. Unless otherwise specifically negotiated and agreed, invoices are payable by the Customer thirty days (30) from the date of the invoice. Payments which are not received when payable will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 1.5% per month or part of a month.
6.4 Kinspeed may maintain an action for the price of the Products notwithstanding that the title to and property in the Products have not passed to the Customer.
7. Title and Risk
7.1 Risk in the Products shall pass to the Customer on delivery. Title and property in the Products (other than software) shall not pass until Kinspeed has received in cash or cleared funds payment in full of the price of the Products and all other Products agreed to be sold by or services agreed to be provided by Kinspeed to the Customer for which payment is then due.
UNDER NO CIRCUMSTANCES SHALL TITLE OR OWNERSHIP OF ANY SOFTWARE BE TRANSFERRED TO THE CUSTOMER.
7.2 Until the Customer has paid Kinspeed in full therefor, the Customer undertakes to mark or otherwise identify the products as being the property of Kinspeed and hereby irrevocably authorises Kinspeed to enter upon the premises where the Products are kept from time to time for the purpose of repossessing the same in the event of the termination of the Contract by virtue of non-payment or otherwise. Until that time the Customer shall be entitled to resell or use the Products in the ordinary course of it's business, but shall account to Kinspeed for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8. Specification of Products
8.1 Kinspeed will not be liable for any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. Kinspeed will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any notice from the manufacturer.
8.2 Unless otherwise agreed, the products are supplied in accordance with the manufacturer's standard specifications as these may be improved, substituted or modified. Kinspeed reserves the right to increase it's quoted or list price, or to charge accordingly in respect of Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of products.
9. Claims and Queries
9.1 No claims in respect of non-delivery, shortages, or discrepancies in or damage to Products comprised in an Order will be accepted by Kinspeed unless notified to Kinspeed in writing within five (5) working days of the date of the invoice.
9.2 Kinspeed shall have no liability in respect of damage or shortages caused by the acts or omissions of the Customer or of others or by causes beyond Kinspeed's control.
9.3 No claim in respect of any invoice as to inaccuracies in price, discount, terms of payment or of any other commercial terms will be accepted by Kinspeed unless notified to Kinspeed in writing within fourteen (14) days of the date of the invoice.
9.4 No claim by the Customer that it has not received any invoice will be accepted unless notified to Kinspeed in writing in seven (7) days from the first statement of account from Kinspeed identifying such invoice.
9.5 In any case referred to in paragraphs 9.1 9.3 or 9.4 of this clause where no claim has been notified within the relevant period the customer will be deemed to have accepted and be liable for the price of the Products in respect of which but for this clause a claim might have been made.
10. Returns
10.1 If a claim is made under Clause 11 which might entitle the Customer to return the Products, Kinspeed shall not be bound to accept such return or exchange of Products unless the Customer complies strictly with Kinspeed's return procedures.
10.2 Returns must be made subject to the following procedures;
(a) prior authority having being obtained from Kinspeed which will be given at Kinspeed's sole discretion;
(b) within thirty (30) days of the date of the invoice;
(c) the Products must be properly packed;
(d) the products must be in a saleable condition
(e) the products must be accompanied by a detailed packaging list. Kinspeed reserves the right to levy an administration charge in respect of returns.
10.3 Kinspeed reserves the right to reject any Products returned which do not comply with the conditions set out in sub-clause 10.2.
11. Warranty
11.1 Kinspeed warrants that it has good title to or licence to supply all Products to the Customer.
11.2 In respect of Products, other than software, Kinspeed undertakes to make good any defect which may appear under normal and proper use during the period of ninety (90) days from the date of delivery and which is due solely to faulty design, materials or workmanship provided the Customer notifies Kinspeed in writing immediately the defect is discovered and returns the defective product or part thereof to Kinspeed
11.3 In the case of software which is written by Kinspeed, Kinspeed warrants that it will, when properly installed and operated on or in conjunction with equipment approved by Kinspeed, perform substantially as described in any functional specification submitted or accepted by Kinspeed in writing for a period of ninety days (90) after the date of installation. Kinspeed undertakes to correct at it's own expense any material deviation from such description reported to it in writing within such ninety (90) day period.
11.4 In respect of Products, including Software, manufactured or written, as the case may be, by third parties, Kinspeed shall ensure that the warranties provided by the manufacturer or copyright owner will be passed on to the customer.
11.5 Kinspeed will not be liable for loss or damage or delay in undertaking it responsibility in sub-clause 9.4, arising out of the actions of a third party, or any loss damage or delay falling outside the control of Kinspeed.
11.6 Kinspeed does not warrant that software will be suitable for any particular requirement of the Customer or that it's operation will be uninterrupted or error free.
12. Liability of Kinspeed and their limitations.
12.1 Kinspeed accepts liability for death or personal injury to the extent the same is due to negligence of Kinspeed or it's employees in performing a contract.
12.2 Kinspeed accepts liability for any breach by Kinspeed of the warranties as to title, quiet possession and freedom of encumbrance which may be implied by law.
12.3 Kinspeed accepts liability for direct physical damage to the tangible property of the Customer to the extent the same is due to Kinspeed or it's employees in performing a contract
12.4 If Kinspeed is proved to be in breach of the provisions of a contract and after having been given reasonable opportunity to correct any such breach fails to do so, then it shall be liable to the Customer in damages for direct losses suffered by the customer.
12.5 Kinspeed will not be liable for the non provision of support on software written by Kinspeed, or by a third party, if the customer has not correctly registered the software in accordance with Kinspeed’s or the third parties registration procedures.
12.6 The liabilities specified in this clause and in Clause 9 represents the total limit of liability accepted by Kinspeed under a Contract for any single or series of claims arising from the same cause unless such claims arise as a result of a breach of sub-paragraphs 10.1 and 10.2 above.
In no event shall Kinspeed be liable to the Customer:-
(a) for any other or further losses, costs or damages suffered or incurred by the customer as a result of a breach by Kinspeed of it's obligations under a Contract or the supply of the Products including any consequential loss, loss of profits business revenue or savings and whether liability for such losses, costs or damages arise in contract tort or statute or out of any defect in, failure ,or unsuitability for any purpose or delay in delivery of the Products or from any fundamental breach of a contract by Kinspeed.
(b) for any losses, costs or damages whatsoever under a Contract or otherwise where proceedings for such losses, costs or damages whatsoever under a Contract or otherwise where proceedings for such losses, costs or damages are begun one year or more after the occurrence of the breach giving rise to the claim or the time when the customer should reasonably have become aware of the facts constituting the cause of action. PROVIDED THAT this limitation shall not apply in the case of a claim under sub-clause 10.1 or 10.2 above.
12.7 The Customer is therefore, advised to review its insurance position with it's brokers or insurance company.
13. Termination for Cause.
This Agreement may be terminated forthwith by notice in writing if the Customer is in breach of any of these terms and conditions and such failure continues for a period of fourteen (14) days after written notice thereof and Kinspeed shall be entitled to treat the same as repudiated without prejudice to all other rights and remedies in respect of such breach. Any indulgence by Kinspeed in respect of this clause shall not be deemed a waiver. Kinspeed reserves the right to terminate the agreement forthwith (without prejudice to Kinspeed's rights) if the Customer ceases or threatens to cease trade in the event of any proceedings, voluntarily or involuntarily, against the Customer in bankruptcy or insolvency or in the event of the appointment of the receiver of the Customer's assets or any of them or if the Customer shall make any composition or arrangement with it's creditors.
14. General
14.1 No forbearance, delay, or indulgence by either party in enforcing its respective rights shall prejudice the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any other breach.
14.2 The customer agrees not to assign any of it's rights herein without prior written consent of Kinspeed.
14.3 Neither party shall be liable to the other party for any delay in or failure to perform its obligations here under (other than payment of money) where such delay or failure results from force majeur, act of God, fire, explosion, accident, industrial dispute or any other cause beyond reasonable control.
14.4 These conditions may only be modified or otherwise amended by written agreement signed on behalf of both parties.
14.5 These terms and conditions shall be governed by the laws of England and the parties hereby submit to the jurisdiction of the English courts.
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