Kit Industrial Trading Limited - Terms & Conditions of Trade
1.1 Agent. shall mean KIT Industrial Trading Limited its successors and
assigns or any person acting on behalf of and with the authority of KIT
Industrial Trading Limited.
1.2 Customer. shall mean the person or entity described as such on the
invoices, application for credit, quotation, work authorisation or any other
forms to which these terms and conditions apply, and shall mean any
person acting on behalf of and with the authority of such person or
1.3 Guarantor. means that person (or persons), or entity, who agrees to be
liable for the debts of the Customer on a principal debtor basis.
1.4 Goods. shall mean Goods supplied by the Agent to the Customer (and
where the context so permits shall include any supply of Services as
hereinafter defined) and are as described on the invoices, quotation,
work authorisation or any other forms as provided by the Agent to the
1.5 Services. shall mean all services supplied by the Agent to the Customer
and includes any advice or recommendations (and where the context so
permits shall include any supply of Goods as defined above).
1.6 Price. shall mean the cost of the Goods as agreed between the Agent
and the Customer subject to clause 3 of this contract.
2.1 Any instructions received by the Agent from the Customer for the supply
of Goods and/or the Customer.s acceptance of Goods supplied by the
Agent shall constitute acceptance of the terms and conditions contained
2.2 Where more than one Customer has entered into this agreement, the
Customers shall be jointly and severally liable for all payments of the
2.3 Upon acceptance of these terms and conditions by the Customer the
terms and conditions are irrevocable and can only be amended with the
written consent of the Agent.
2.4 The Customer undertakes to give the Agent at least fourteen (14) days
notice of any change in the Customer.s name, address and/or any other
change in the Customer.s details.
3. Price And Payment
3.1 At the Agent.s sole discretion the Price shall be either;
(a) as indicated on invoices provided by the Agent to the Customer in
respect of Goods supplied; or
(b) The Agent.s quoted Price (subject to clause 3.2) which shall be
binding upon the Agent provided that the Customer shall accept
the Agent.s quotation in writing within thirty (30) days.
3.2 The Agent reserves the right to change the Price in the event of a
variation to the Agent.s quotation.
3.3 At the Agent.s sole discretion a deposit of 50% may be required.
3.4 Time for payment for the Goods shall be Thirty (30) days from date of
invoice for approved account holders only.
3.5 The Agents will require Customers spending less than .400 per month
with an approved account will be required to submit credit/laser card for
3.6 At the Agent.s sole discretion;
(a) payment shall be due before delivery of the Goods, or
(b) Payment for approved Customers shall be made by instalments in
accordance with the Agent.s payment schedule.
3.7 Payment will be made by cheque, or by bank cheque, or by direct credit
EFT, or by any other method as agreed to between the Customer and
3.8 VAT and other taxes and duties that may be applicable shall be added
to the Price except when they are expressly included in the Price.
4. Delivery of Goods
4.1 At the Agent.s sole discretion delivery of the Goods shall take place
(a) the Customer takes possession of the Goods at the Agent.s
(b) the Customer takes possession of the Goods at the Customer.s
address (in the event that the Goods are delivered by the Agent
or the Agent.s nominated carrier); or
(c) The Customer.s nominated carrier takes possession of the Goods
in which event the carrier shall be deemed to be the Customer.s
4.2 At the Agent.s sole discretion the costs of delivery are;
(a) in addition to the Price, or
(b) For the Customer.s account.
4.3 The Customer shall make all arrangements necessary to take delivery of
the Goods whenever they are tendered for delivery. In the event that the
Customer is unable to take delivery of the Goods as arranged then the
Agent shall be entitled to charge a reasonable fee for redelivery.
4.4 Delivery of the Goods to a third party nominated by the Customer is
deemed to be delivery to the Customer for the purposes of this
4.5 The Agent may deliver the Goods by separate instalments. Each
separate instalment shall be invoiced and paid for in accordance with
the provisions in these terms and conditions.
4.6 The Customer shall take delivery of the Goods tendered notwithstanding
that the quantity so delivered shall be either greater or lesser than the
quantity purchased provided that;
(a) such discrepancy in quantity shall not exceed 5%, and
(b) The Price shall be adjusted pro rata to the discrepancy.
4.7 The failure of the Agent to deliver shall not entitle either party to treat
this contract as repudiated.
4.8 The Agent shall not be liable for any loss or damage whatever due to
failure by the Agent to deliver the Goods (or any of them) promptly or at
5.1 If the Agent retains ownership of the Goods nonetheless, all risk for the
Goods passes to the Customer on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but
prior to ownership passing to the Customer, the Agent is entitled to
receive all insurance proceeds payable for the Goods. The production of
these terms and conditions by the Agent is sufficient evidence of the
Agent.s rights to receive the insurance proceeds without the need for
any person dealing with the Agent to make further enquiries.
6.1 It is the intention of the Agent and agreed by the Customer that
ownership of the Goods shall not pass until:
(a) the Customer has paid all amounts owing for the particular
(b) The Customer has met all other obligations due by the Customer
to the Agent in respect of all contracts between the Agent and the
6.2 Receipt by the Agent of any form of payment other than cash shall not
be deemed to be payment until that form of payment has been
honoured, cleared or recognised and until then the Agent.s ownership or
rights in respect of the Goods shall continue.
6.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and
identifiable until the Agent shall have received payment and all
other obligations of the Customer are met; and
(b) Until such time as ownership of the Goods shall pass from the
Agent to the Customer the Agent may give notice in writing to the
Customer to return the Goods or any of them to the Agent. Upon
such notice the rights of the Customer to obtain ownership or any
other interest in the Goods shall cease; and
(c) the Agent shall have the right of stopping the Goods in transit
whether or not delivery has been made; and
(d) the Customer is only a bailee of the Goods and until such time as
the Agent has received payment in full for the Goods then the
Customer shall hold any proceeds from the sale or disposal of the
Goods on trust for the Agent; and
(e) the Customer shall not deal with the money of the Agent in any
way which may be adverse to the Agent; and
(f) the Customer shall not charge the Goods in any way nor grant nor
otherwise give any interest in the Goods while they remain the
property of the Agent; and
(g) the Agent can issue proceedings to recover the Price of the
Goods sold notwithstanding that ownership of the Goods may not
have passed to the Customer; and
(h) Until such time that ownership in the Goods passes to the
Customer, if the Goods are converted into other products, the
parties agree that the Agent will be the owner of the end products.
7. Customer€s Disclaimer
7.1 The Customer hereby disclaims any right to rescind, or cancel the
contract or to sue for damages or to claim restitution arising out of any
misrepresentation made to the Customer by the Agent and the
Customer acknowledges that the Goods are bought relying solely upon
the Customer.s skill and judgment.
8.1 The Customer shall inspect the Goods on delivery and shall within
fifteen (15) days notify the Agent in writing of any alleged defect,
shortage in quantity, damage or failure to comply with the description or
quote. The Customer shall afford the Agent an opportunity to inspect
the Goods within a reasonable time following delivery if the Customer
believes the Goods are defective in any way. If the Customer shall fail
to comply with these provisions the Goods shall be presumed to be free
from any defect or damage. For defective Goods, which the Agent has
agreed in writing that the Customer is entitled to reject, the Agent.s
liability is limited to either (at the Agent.s discretion) replacing the Goods
or repairing the Goods.
9.1 Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 8.1; and
(b) the Agent has agreed in writing to accept the return of the Goods;
(c) the Goods are returned at the Customer.s cost within fifteen (15)
days of the delivery date; and
Kit Industrial Trading Limited - Terms & Conditions of Trade
(d) the Agent will not be liable for Goods which have not been stored
or used in a proper manner; and
(e) The Goods are returned in the condition in which they were
delivered and with all packaging material, brochures and
instruction material in as new condition as is reasonably possible
in the circumstances.
9.2 The Agent may (in its discretion) accept the return of Goods for credit or
refund but this may will a handling fee of 25% of the value of the
returned Goods plus any freight costs.
10.1 For Goods not manufactured by the Agent, the warranty shall be the
current warranty provided by the manufacturer of the Goods. The Agent
shall not be bound by or responsible for any term, condition,
representation or warranty other than that which is given by the
manufacturer of the Goods.
10.2 The warranty given on Goods manufactured by the Agent is Twelve (12)
months purchase date.
11. Sale of Goods Act 1893 and Sale of Goods and Supply of Services
11.1 This agreement is subject to the provisions of the Sale of Goods Act
1893 and the Sale of Goods and Supply of Services Act 1980 in all
cases except where the Customer is contracting within the terms of a
trade/business (which cases are specifically excluded).
11.2 Notwithstanding clause 11.1 nothing in this agreement is intended to
have the effect of contracting out of any applicable provisions of the
Sale of Goods Act 1893 (in particular sections 12-15), or the Sale of
Goods and Supply of Services Act 1980, or any laws or legislation
governing the rights of consumers, except to the extent permitted by
those Acts laws or legislation.
11.3 In particular where the Customer buys Goods as a consumer the
provisions of Clauses 8, 9 and 10 above shall be subject to any laws or
legislation governing the rights of consumers.
12. Default & Consequences of Default
12.1 Interest on overdue invoices shall accrue from the date when payment
becomes due daily until the date of payment at a rate of 2.5% per
calendar month and such interest shall compound monthly at such a
rate after as well as before any judgment.
12.2 If the Customer defaults in payment of any invoice when due, the
Customer shall indemnify the Agent from and against all costs and
disbursements incurred by the Agent in pursuing the debt including legal
costs on a solicitor and own client basis and the Agent.s collection
12.3 Without prejudice to any other remedies the Agent may have, if at any
time the Customer is in breach of any obligation (including those relating
to payment); the Agent may suspend or terminate the supply of Goods
to the Customer and any of its other obligations under the terms and
conditions. The Agent will not be liable to the Customer for any loss or
damage the Customer suffers because the Agent exercised its rights
under this clause.
12.4 If any account remains overdue after thirty (30) days then an amount of
the greater of .20.00 or 10.00% of the amount overdue (up to a
maximum of .200) shall be levied for administration fees which sum
shall become immediately due and payable.
12.5 Without prejudice to the Agent.s other remedies at law the Agent shall
be entitled to cancel all or any part of any order of the Customer which
remains unperformed in addition to and without prejudice to any other
remedies and all amounts owing to the Agent shall, whether or not due
for payment, become immediately payable in the event that:
(a) any money payable to the Agent becomes overdue, or in the
Agent.s opinion the Customer will be unable to meet its payments
as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its
creditors or proposes or enters into an arrangement with
creditors, or makes an assignment for the benefit of its creditors;
(c) A receiver, manager, liquidator (provisional or otherwise) or
similar person is appointed in respect of the Customer or any
asset of the Customer.
13. Security and Charge
13.1 Despite anything to the contrary contained herein or any other rights
which the Agent may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of
land, realty or any other asset capable of being charged, both the
Customer and/or the Guarantor agree to mortgage and/or charge
all of their joint and/or several interest in the said land, realty or
any other asset to the Agent or the Agent.s nominee to secure all
amounts and other monetary obligations payable under the terms
and conditions. The Customer and/or the Guarantor
acknowledge and agree that the Agent (or the Agent.s nominee)
shall be entitled to lodge where appropriate a caveat, which
caveat shall be released once all payments and other monetary
obligations payable hereunder have been met.
(b) should the Agent elect to proceed in any manner in accordance
with this clause and/or its sub-clauses, the Customer and/or
Guarantor shall indemnify the Agent from and against all the
Agent.s costs and disbursements including legal costs on a
solicitor and own client basis.
(c) The Customer and/or the Guarantor (if any) agree to irrevocably
nominate constitute and appoint the Agent or the Agent.s
nominee as the Customer.s and/or Guarantor.s true and lawful
attorney to perform all necessary acts to give effect to the
provisions of this clause 13.1.
14.1 The Agent may cancel these terms and conditions or cancel delivery of
Goods at any time before the Goods are delivered by giving written
notice. On giving such notice the Agent shall repay to the Customer any
sums paid in respect of the Price. The Agent shall not be liable for any
loss or damage whatever arising from such cancellation.
14.2 In the event that the Customer cancels delivery of Goods the Customer
shall be liable for any loss incurred by the Agent (including, but not
limited to, any loss of profits) up to the time of cancellation.
15. Data Protection Act 1988 & Data Protection Act 2003
15.1 The Customer and the Guarantor/s (if separate to the Customer)
authorises the Agent to:
(a) collect, retain and use any information about the Customer, for
the purpose of assessing the Customer.s creditworthiness or
marketing products and services to the Customer; and
(b) to disclose information about the Customer, whether collected by
the Agent from the Customer directly or obtained by the Agent
from any other source, to any other credit provider or any credit
reporting agency for the purposes of providing or obtaining a
credit reference, debt collection or of listing (whether before or
after judgement) a default by the Customer on publicly accessible
credit reporting databases.
15.2 Where the Customer is an individual the authorities under (clause 15.1)
are authorities or consents for the purposes of the Data Protection Act
1988 & Data Protection Act 2003.
15.3 The Customer shall have the right to request the Agent for a copy of the
information about the Customer retained by the Agent and the right to
request the Agent to correct any incorrect information about the
Customer held by the Agent.
16.1 All literature, samples, specifications, dimensions and weights submitted
with the Agent.s quotation are approximate only and the data and
descriptions contained in catalogues and other advertising material
while being as accurate as possible may not necessarily be identical
with products and services the Agent supplies, and the Agent reserves
the right to supply products that have minor modifications in
specifications as the Agent sees fit.
16.2 The descriptions, illustrations and performances contained in
catalogues, other advertising material and price lists do not form part of
the contract of sale of the products.
17.1 Each clause of this contract is severable and distinct from the others. If
any provision of these terms and conditions is or becomes invalid, void,
illegal or unenforceable the validity, existence, legality and enforceability
of the remaining provisions shall not be affected, prejudiced or impaired.
17.2 These terms and conditions and any contract to which they apply shall
be governed by the laws of Ireland and are subject to the jurisdiction of
the courts of Ireland.
17.3 The Agent shall be under no liability whatever to the Customer for any
indirect loss and/or expense (including loss of profit) suffered by the
Customer arising out of a breach by the Agent of these terms and
17.4 In the event of any breach of this contract by the Agent the remedies of
the Customer shall be limited to damages. Under no circumstances shall
the liability of the Agent exceed the Price of the Goods.
17.5 The Customer shall not be entitled to set off against or deduct from the
Price any sums owed or claimed to be owed to the Customer by the
17.6 The Agent may license or sub-contract all or any part of its rights and
obligations without the Customer.s consent.
17.7 The Agent reserves the right to review these terms and conditions at
any time. If, following any such review, there is to be any change to
these terms and conditions, then that change will take effect from the
date on which the Agent notifies the Customer of such change. Except
where the Agent supplies further Goods to the Customer and the
Customer accepts such Goods, the Customer shall be under no
obligation to accept such changes.
17.8 Neither party shall be liable for any default due to any act of God, war,
terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or
other event beyond the reasonable control of either party.