K & S Technology Terms and Conditions

1. GENERAL

   All and any business undertaken by K & S Technology Limited (hereafter referred to as the Seller) is transacted subject to the conditions hereinafter set out. Any terms, conditions or warranties by Statute, Common Law or otherwise, and any express terms of a Buyer's order, which conflict with or are in addition to these Terms of Trade and Conditions of Sale shall have no effect. None of the Seller's agents or employees has any authority to alter these Terms and Conditions.

2. CONTRACTS

   No order, howsoever communicated, constitutes a contract until it has been accepted by the Seller, either by written acknowledgement, or by dispatch of the goods ordered. Items not available at the time the order is received will be dispatched as soon as the Seller has stocks available, unless the Seller receives written cancellation before dispatch. 

3. PRICES
   1. The Seller reserves the right to revise prices at any time without notice, and all orders are executed at the prices applicable at the time of dispatch. All trade prices are stated net of Value Added Tax.
   2. Carriage charges are applied and notified on a per order basis and are subject to change. Carriage free charges are applicable when minimum order threshold values are exceeded and notified on a per order basis.
   3. Minimum order values are applied as notified.
4. PAYMENT
   1. All invoices must be paid not later than 30 days from the date of invoice, unless previously agreed. Pro-forma payments must be made in full prior to goods being dispatched.
   2. No other discounts are allowed. Value Added Tax is always payable in full.
   3. If the Buyer fails to make any payment by the due date, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
      1. charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above Bank of England base rate at the rate currently ruling, until payment is made in full. A part of a month is treated as a full month for the purpose of calculating interest.
      2. cancel the contract or suspend any further deliveries to the Buyer.
      3. appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
   4. The Seller shall have the right to engage with external collection debt agencies after reasonable attempts have been made to settle due payments between the Seller and Buyer.
5. RETENTION OF TITLE
   1. Notwithstanding delivery and passing of risk in the goods or any other provision of these conditions the title in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
   2. Until such time as the title in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller's fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected, and insured and identified as the Seller's property. Until such time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties, and in the case of tangible proceeds properly stored, protected, and insured.
   3. Until such time as the property in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller, and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
   4. The buyer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so, all the monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
6. NON-DELIVERY, SHORTAGE AND DAMAGE
   1. All goods dispatched by the Seller are insured whilst in transit to the Buyer. No claims for non-delivery will be accepted unless written notice of non-delivery is received by the Seller within 7 days of the date of the Seller's invoice, which is always sent to the Buyer separately by email. No claims for shortage or damage will be accepted unless the Seller receives written notice thereof within 72 hours of receipt of goods.
   2. Any claims for transit damage must be notified to the carrier on delivery and noted on Proof of Delivery (POD). The Buyer should notify the Seller within 72 hours of receipt of goods of such transit damage.
   3. We reserve the right to charge carriage where goods are refused on delivery, unless the order was cancelled in writing prior to dispatch.
   4. Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the goods (or the part in question) free of charge or at the Seller's sole discretion, refund to the Buyer the price of the goods (or a proportionate part of the price, as notified in the Product Guide or Drop Ship T&Cs as applicable) but the Seller shall have no further liability to the Buyer.
   5. The Seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirement, or which do not materially affect their quality or performance.
   6. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay of failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
      1. Act of God, explosion, flood, tempest, fire, accident, or adverse weather;
      2. War or threat of war, sabotage, insurrection, civil disturbance, or requisition;
      3. Acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary, or local authority;
      4. Import or export regulations or embargoes;
      5. Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
      6. Difficulties in obtaining raw materials, labour, fuel, parts, or machinery;
      7. Power failure or breakdown in machinery.
7. WARRANTY PERIOD

   All products distributed by the Seller carry their own individual manufacturer’s warranty details that are available on request. The Seller accepts no liability for any expenditure incurred by a Buyer in the repair or attempted repair of goods or for any damage which may be caused by any such repair or attempted repair. 

8. RETURN OF GOODS

   The Seller’s Returns Policy reproduced here relates to return cases managed for trade customers of the Seller

   The Seller’s aim is to process all returns as quickly and comprehensively as possible, therefore following the criteria listed will support this process.
   

   1. All items should be returned in their original packaging. If units are damaged due to inappropriate packaging or returned in unacceptable condition, the Seller reserves the right not to issue a credit or a replacement. In the case of a unit damaged due to poor packaging, the designated returns agent will communicate what options are available based on the condition of the item, the dealer can decide on the best course of action.
   2. Buyers are required to verify and check on all reported faults before an RMA is requested.
      
   3. All returns need to have an RMA number provided by the Seller. This number can be sourced by emailing returns@ksdistribution.co.uk. Returns received without an RMA number will not be accepted.
   4. Requested RMAs are processed within our support ticket system and will be assigned a unique request ID and an RMA sheet will be provided. All relevant sections of the RMA sheet must be completed. Along with copies of your proof of purchase and your customers proof of purchase all documents should then be resubmitted to returns@ksdistribution.co.uk by replying to the original support ticket notification.
   5. The Seller’s returns agent will then authorise your RMA request for return. It should be noted that only items on the authorised RMA request will be accepted. Anything received that is not on the authorised RMA will be rejected, the Buyer will be contacted for further instruction, which may cause a delay in the processing of the RMA.
   6. All RMA requests must be submitted with 45 days of the receipt of the customers proof of purchase
   7. All returns for replacement or credit must have all parts and accessories included. The Seller reserves the right to refuse replacement or credit requests until all parts have been returned, or will charge for the missing items if this is more agreeable.
   8. Returns should be sent to KS Distribution, Returns Department, A4 Dolphin Way, Shoreham-by-sea, West Sussex, BN43 6NZ. The carriage cost of any returns will be paid by the buyer. Within any return must be a completed authorised RMA sheet with the RMA request unique ID clearly marked on the outside of the shipping box.
   9. All items tested and found to have no fault will be returned to the dealer with carriage and any other necessary fees charged. In the case where an advanced replacement has been organised, the buyer remains the owner of both the returned unit and the advanced replacement, and is therefore expected to honour all outstanding invoices relating to the authorised RMA.
   10. The manufacturer’s warranty period is applicable from the original date of purchase from Buyer’s customer. Credit notes and/or replacements will only be issued with valid Buyer’s customer proof of purchase documents, unless under exceptional circumstances, that will be dealt with on a case-by-case basis and at the discretion of the seller.
   11. Warranty periods only relate to manufacturing defects, not misuse or human error by the buyer or end-customer. Faults or issues that arise due to factors other than manufacturing defects are not covered by warranty and will be rejected and returned to the buyer, with the seller reserving the right to apply additional charges.
   12. Any final account credits issued by the Seller to the Buyer that are believed to be incorrect, the Buyer should notify the Seller within 7 days of receipt of the credit issue for further action.
9. INSOLVENCY OF BUYER

   This clause applies if:

   1. The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
   2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
   3. the Buyer ceases, or threatens to cease, to carry on business; or
   4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
   5. If this clause applies then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10. DATA PRIVACY

    The Seller may use personal information supplied by Buyer in connection with contracts for the supply of goods in several ways, for example: for fraud prevention; for audit and debt collection; and for statistical analysis. The Seller may share Buyer's information with credit reference agencies and other companies for use in credit decisions, for fraud prevention, debt factoring and to pursue debtors. For further information on how Buyer's information is used, how Seller maintains the security of Buyer's information, and Buyer's right to access information Seller holds on that Buyer, please write to Seller at K & S Technology Limited, A4 Dolphin Way, Shoreham-by-sea, West Sussex, BN43 6NZ

11. JURISDICTION

    All our contracts shall be governed by English Law and shall be within the exclusive jurisdiction of the courts of England.