Terms and Conditions

Kit Industrial Trading Limited - Terms & Conditions of Trade

1. Definitions

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

entity.

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

Customer.

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. Acceptance

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

herein.

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

Price.

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

monthly payments

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

the Agent.

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

when;

(a) the Customer takes possession of the Goods at the Agent.s

address or

(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

in which event the carrier shall be deemed to be the Customer.s

agent.

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

agreement.

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

all.

5. Risk

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. Title

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

Goods, and

(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

Customer.

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

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. Defects

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. Returns

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;

and

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. Warranty

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

Act 1980

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

agency costs.

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;

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.

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. Cancellation

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. Literature

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. General

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

conditions.

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

Agent.

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.

Terms and Conditions

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