1. Defnitions

1.1 "Customer" means the person, firm or company who accepts a price quotation from Kosine for sale of Goods, or whose order for the Goods is accepted by Kosine.
1.2 "Kosine" means A J Harsley trading as Kosine, Unit 2 Withambrook Park Ind Est, Grantham, Lincolnshire, NG31 9ST,United Kingdom.
1.3 "Goods" means the article or things (including any instalment of the Goods or any parts for them), which Kosine is to supply in accordance with these Conditions.
1.4 "Order" means the Order placed by the Customer for the supply of the Goods subject to the Conditions.
1.5 "Conditions" means the Standard Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and Kosine.
1.6 "Writing" includes cable, facsimile transmission, Internet forms & e-mail and any other comparable means of communication.
1.7 "Contract" means the Contract for the purchase and sale of the Goods.
1.8 "Catalogue" means any published promotional material produced by Kosine pertaining to the Goods.

2. General

2.1 All orders for Goods are accepted by Kosine subject to these Conditions of Sale which supersede any other terms & conditions previously published, unless otherwise specifically agreed in writing on Kosine headed documentation by the proprietor of Kosine. These conditions constitute the entire understanding between Kosine and the Customer for the sale of Goods. Neither the Customer nor Kosine shall be bound by any variation, waiver of, or addition to these Conditions except as agreed by both parties in Writing and signed on their behalf.
2.2 All descriptions, price lists and illustrations of products or services issued by Kosine are intended for reference only, and nothing contained in any of them shall form any part of a contract between Kosine and the Customer.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, catalogue or other document or information issued by Kosine shall be subject to correction without any liability to Kosine.

3. Prices

3.1 All prices for the Goods are in British Pounds Sterling unless otherwise stated, and unless explicitly stated, do not include the cost of carriage, package, invoice, VAT or other charge which becomes payable under this Contract.
3.2 Kosine will make every effort to maintain the prices quoted in its catalogue, but Kosine reserves the right to amend prices without notice at any time prior to ordering.
3.3 Kosine reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to Kosine which is due to any factor beyond the control of Kosine (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or Specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer to give Kosine adequate information or instructions.

4. Ordering

4.1 Where possible orders should be made using Kosine order codes and a Customer number. Orders should be submitted using one of Kosine's official order forms (including Internet order forms) wherever possible.
4.2 All orders for non-standard quantities and multiples thereof will be rounded up to the nearest full quantity.
4.3 Kosine reserves the right to deliver part orders, or hold orders until all items are available, as required. In the event of any ordered product being no longer available, Kosine will cancel the order and not substitute a replacement item unless instructed to do so. Any ordered products that are temporarily out of stock will be despatched at the earliest convenience unless instructed otherwise by the Customer.
4.4 Kosine reserves the right to decline to trade with any person or organisation. In addition, and notwithstanding any other provisions of these conditions of sale, Kosine may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by e-mail, facsimile or telephone within 48 hours (excluding weekends and public holidays) of receipt by Kosine of an order. In the event that Kosine declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded.

5. Order Cancellations

5.1 Cancellation, or part cancellation of any order can only be accepted after prior negotiation and agreement to terms that will indemnify Kosine against any expense incurred.
5.2 In the event of part cancellation Kosine reserves the right to invoice for any difference in selling price applicable to the quantity despatched up to the time of cancellation.

6. Returns

6.1 All goods to be returned are to be accompanied by a returns note stating clearly the name and address of the sender, the date and number of the relevant invoice, the reason for returning the goods, and the nature of the fault. If any of the above conditions are not met, Kosine reserves the right to credit the products at the lowest sale price and apply a 15% handling charge.
6.2 Goods incorrectly ordered by Customers and returned for credit may be subject to a restocking charge.

7. Handling & Delivery

7.1 Delivery on internet, mail, facsimile and telephone orders are charged at the prevailing courier/postal prices.
7.2 All orders shall be despatched by Kosine to the Customer by any suitable standard 3-5 working day delivery service, unless specified and paid for by the Customer.
7.3 Deliveries will be made to the Customer's usual business address unless an alternative is specified. In such cases, Kosine reserve the right to validate the delivery address before despatch.
7.4 In no circumstances shall Kosine be liable to compensate the Customer in damages or otherwise for non-delivery or late delivery of the products for whatever reason or for any loss consequential or otherwise arising from non-delivery or late delivery. Advice should be made in writing, regarding non-delivery, damages or discrepancies within 14 days of date of invoice. Carrier's notes must be endorsed 'unexamined' otherwise no claim can be entertained. Parcels received in damaged conditions must be refused. Kosine cannot accept any responsibility unless the above conditions are met.

8. Payment

8.1 Payment for goods must be made by credit card, debit card, cheque or 'postal order' with the order. No further goods can be despatched before payment is made on overdue invoices.
8.2 Please ensure that all cheques or postal orders are made out to Kosine and are crossed.
8.3 All payments must be made without any set-off deduction or counterclaim.
8.4 Accounts will be debited in the name of Kosine.

9. Warranty

9.1 Kosine warrants that it will, at its option, replace or refund the purchase price of any products supplied that are found to be defective in their manufacture. Kosine accepts no responsibility for goods found to be unsuitable for their intended use. The Customer is urged to test the applicability of the product prior to placing large orders.

10. Passing of Property and Risk

10.1 The risk of damage to or loss of goods supplied by Kosine will pass to the Customer when the goods are loaded on to the delivery vehicles at Kosine's premises or handed over to a delivery depot. However the property in the Goods shall not pass from Kosine to the customer until:
i) The Customer has paid the price of the Goods (including any VAT as required) in full; and
ii) No other sums whatever shall remain owing to Kosine.
10.2 Until property in the Goods passes to the Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for Kosine. The Customer shall store the Goods (at no cost to Kosine) separately from all other Goods in its possession and marked in such a way that they are clearly identified as Kosine property. Notwithstanding that the Goods (or any part of them) remain the property of Kosine the Customer may sell or use the Goods in the ordinary course of the Customer's business at full market value for the account of Kosine. Any such sale or dealing shall be a sale or use of Kosine property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from Kosine the entire proceeds of sale or otherwise of the Goods shall be held in trust for Kosine and shall not be mixed with other money
10.3 If the Customer defaults in the punctual payments of any sums owing to Kosine, then Kosine shall be entitled to the immediate return of all products sold by Kosine to the Customer, and the Customer hereby irrevocably authorises Kosine and its Employees and agents to recover the products and to enter any premises of the Customer for that purpose. Demand for recovery of the products by Kosine shall not itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products, or Kosine's rights to sue for the whole of the price.

11. Product and Availability Information

11.1 Specifications provided in the Kosine Catalogue are given in good faith and to the best of Kosine's knowledge, and therefore do not constitute a guarantee.
11.2 Kosine recommends that the Customer verifies dimensions and other data published in the Kosine Catalogue, together with future availability, before incorporating products into design or for other critical purposes. The Customer shall be responsible for ensuring the fitness of the product for the Customer's application.
11.3 Kosine reserves the right without prior notice to discontinue any products or to apply design changes or alter specifications as part of its continuing programme of product improvement, or to assist product availability.

12. Intellectual Property

12.1 Products offered for resale within the Kosine Catalogue may be subject to patent, trade mark, registered design, copyright or other right of third party persons or organisations.
12.2 Unless otherwise stated, the contents of the Catalogue are copyright of Kosine and may not be reproduced in part or entirety by any means, physical or virtual, without the prior written permission of Kosine.

13. Liability

13.1 There shall be no condition or warranty, expressed or inferred, binding on Kosine as to the quality of the goods supplied, nor that they will be suitable for any particular purpose or for use under any specific conditions.
13.2 Under no circumstances whatsoever will any liability be accepted for damages or consequential loss arising in connection with any goods or material of description supplied by Kosine.

14. Force Majeure

14.1 If Kosine becomes hindered or prevented from performing any contract owing to any cause beyond the reasonable control of Kosine or by its inability to procure services, materials or articles required for the performance of the contract except at increased prices, Kosine may at its sole discretion delay or cancel the performance of the whole or any part of the contract, and Kosine shall not be held liable for such delay or cancellation or any inability to deliver. In particular, although Kosine will take all reasonable steps to deliver back orders by the date stated by Kosine, Kosine shall not be held responsible for any delay in the delivery of, or the inability to deliver, such orders.

15. Choice of Law

15.1 All contracts between Kosine and the Customer shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the High Court of Justice in England, but Kosine reserve the right to enforce any such contract in any court of competent Jurisdiction.

16. Export Business

16.1 These conditions do not apply to export transactions for which separate conditions of sale will be applied. In the event that products supplied within this country are ultimately exported, the Customer will be responsible at their expense for obtaining any license and complying with any export regulations within this country and the country for which the goods are destined.

© Kosine 2009. Revision: COS06090