Terms & Conditions

1. Interpretation
1.1 In these terms:

"Customer" means the person named on the Contract of Sale document, order form, or invoice to which these Terms are annexed.
"Goods" means the goods (including any instalment of the goods or any parts for them) that the Seller is to supply in accordance with these Terms and which are set out in the Contract of Sale document to which these Terms are annexed.
"Seller" means KP Agri Ltd (registered in Wales under number 10724052).
"Contract" means the contract for the sale and purchase of the Goods.
"Terms" means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller.
"Writing" and any similar expression include email or fax transmission and comparable means of communication.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Seller shall sell, and the Buyer shall purchase, the Goods in accordance with the Seller’s written quotation (if accepted by the Buyer), subject in either case to these Terms. These Terms shall apply to the Contract and shall prevail over any other terms or documentation or communication from the Buyer.
2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Seller.
2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use of the Goods that is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk. Accordingly, the Seller shall not be liable for any such advice or recommendations not confirmed in Writing.
2.3.1 Before operating any Goods purchased, the Buyer acknowledges competency in its safe and proper use. If not, the Buyer must request instructions from the Seller on its operation.
2.4 Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.5 If the Buyer is trading in machinery, equipment, or a vehicle in part exchange for the Goods, the Buyer must either:
2.5.1 Have full legal and beneficial title to such machinery, equipment, or vehicle and be the registered owner; or
2.5.2 Inform the Seller about the ownership and settle all outstanding finance, if any, so that no rights are registered in the HPI register.
2.5.3 The Buyer warrants to the Seller that, at the time of delivery, such machinery, equipment, or vehicle shall be free of any hire purchase, leasing agreement, loan, or similar charge or encumbrance and that the Buyer shall have no responsibilities or obligations in respect of the same.
2.6 If the Buyer fails to fulfil its obligations in clause 2.5.2 or breaches its warranty in clause
2.7 The Seller reserves the right to recover damages and costs in respect of part-exchanged machinery or equipment to restore it to full safety or usability unless it was in that condition when the sale was agreed.
2.8 The Seller reserves the right to recover all reasonable costs associated with obtaining lost vehicle registration documents, including costs for failure to register in previous years and notifying relevant authorities of the ownership change.
2.9 The Buyer will be responsible for any traffic offenses due to failure to transfer registration documents for a vehicle transferred under part exchange.

3. Orders and Specifications

3.1 No order submitted by the Buyer shall be deemed accepted by the Seller unless and until confirmed in Writing by the Seller’s authorized representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality, and description of the Goods and any specification for them shall be set out in the Seller’s quotation (if accepted by the Buyer).
3.4 If the Buyer changes the specification of the Goods before delivery, the Seller reserves the right to charge the Buyer for all costs incurred in making such changes.
3.5 The Seller reserves the right to make changes to the specification of the Goods to conform with applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, changes that do not materially affect their quality or performance.
3.6 No order accepted by the Seller may be cancelled by the Buyer except with the Seller’s agreement in Writing. In such cases, the Seller reserves the right to recover a minimum of 5% of the gross price for the Goods. If the Goods are bespoke to the Buyer’s specification, the Seller reserves the right to recover all costs on an indemnity basis.

4. Price of the Goods

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or the quoted price is no longer valid), the price listed in the Seller’s suppliers’ published price list current at the date of delivery. All prices quoted are valid for 7 days only unless otherwise stated, while specific stock is held, or until earlier acceptance by the Buyer. After this period, prices may be altered by the Seller, who will provide notice to the Buyer.
4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the Seller's costs due to factors beyond its control. These may include, but are not limited to, foreign exchange fluctuations, currency regulations, alterations of duties, significant increases in labour, materials, or manufacturing costs, or changes in delivery dates, quantities, or specifications requested by the Buyer.
4.3 Unless otherwise stated in the Seller’s Written quotation, price list, or agreed in Writing, prices do not include delivery charges to the Buyer’s premises.
4.4 Prices are exclusive of any applicable value-added tax (VAT), which the Buyer shall additionally pay.
4.5 The cost of pallets, returnable containers, or loaned items will be charged to the Buyer in addition to the Goods' price. However, full credit will be given to the Buyer for undamaged returns before the payment due date.

5. Terms of Payment for Pre-Approved Account Customers Only

5.1 For Whole Goods, the Buyer shall pay the price as shown in the Seller’s invoice in accordance with any specified payment schedule. All payments must be made in cleared funds on or before delivery to the bank account specified by the Seller.
5.2 For Parts of Goods, the Buyer shall pay the price (less any discount, but without any other deductions) within 30 days of the Seller’s invoice date. The Seller shall be entitled to recover the price even if delivery has not occurred or property in the Goods has not passed to the Buyer.
5.3 The time of payment shall be of the essence of the Contract. Receipts for payment will only be issued upon request.
5.4 If the Buyer fails to make payment by the due date, the Seller may:
5.4.1 Cancel the Contract.
5.4.2 Refuse further sales to the Buyer if payment is outstanding for 60 days or more from the invoice date.
5.4.3 Allocate any payment received from the Buyer toward any outstanding amount owed.
5.4.4 Charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, or 3% above the Bank of England base rate for consumers, accruing monthly until full payment is made.
5.5 The Seller reserves the right to request a non-refundable deposit for Goods made to the Buyer’s specification.
5.6 The Seller may withdraw previously granted credit facilities at its discretion.
5.7 The Seller reserves the right to offset sums owed to the Buyer on one account against amounts due to the Seller on any other account.

6. Non-Account Holders

6.1 For Whole Goods and Parts of Goods, the Buyer must make payment in cleared funds before delivery or collection. Credit card payments over the telephone are subject to an additional charge.
6.2 The Seller reserves the right to charge interest at 3% above the Bank of England base rate or as awarded by a court for outstanding payments, accruing monthly until payment is made in full.
6.3 Clauses 5.3, 5.4.1, 5.4.2, 5.4.3, 5.5, 5.6, and 5.7 apply equally to non-account holders.

7. Additional Payment Terms

7.1 The Seller reserves the right to pass on the credit card fee for invoices exceeding £500 paid by credit card.
7.2 The Seller reserves the right to recover from the Buyer any bank administration charges incurred on the Buyer’s behalf or as a result of the Buyer’s actions.

8. Delivery

8.1 Delivery of the Goods shall occur when the Buyer collects the Goods from the Seller’s premises after being notified that they are ready, or when the Seller delivers them to an agreed location.
8.2 Any dates quoted for delivery are approximate only. The Seller shall not be liable for delays, and time for delivery is not of the essence unless agreed otherwise in Writing. The Seller may deliver Goods in advance of the quoted delivery date with reasonable notice.
8.3 Where Goods are delivered in instalments, each instalment constitutes a separate contract. Failure to deliver one or more instalments does not entitle the Buyer to cancel the entire Contract.
8.4 If the Buyer fails to take delivery of the Goods or provide adequate instructions for delivery at the agreed time (not due to the Seller’s fault), the Seller may:
8.4.1 Store the Goods and charge the Buyer reasonable storage costs, including insurance.
8.4.2 Sell the Goods at the best price obtainable and deduct reasonable storage and selling costs. The Seller will account to the Buyer for any excess or charge the Buyer for any shortfall.

9. Risk and Property

9.1 Risk of damage to or loss of the Goods passes to the Buyer:
9.1.1 Upon delivery to the Buyer’s premises.
9.1.2 Upon notification that the Goods are ready for collection at the Seller’s premises.
9.1.3 Upon delivery to a location other than the Seller’s premises, or if the Buyer wrongfully fails to take delivery, at the time agreed for delivery.
9.2 Property in the Goods shall not pass to the Buyer until full payment is received in cleared funds.
9.3 Until property passes, the Buyer holds the Goods as the Seller’s fiduciary agent and bailee, storing them separately, protected, and insured.
9.4 The Seller may require the Buyer to return the Goods before ownership passes. If the Buyer fails to comply, the Seller may repossess them by entering the Buyer’s premises or any third party’s premises where the Goods are stored.
9.5 The Buyer shall not be entitled to pledge, create a lien over or in any way charge by way of security for an indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without limited any other right of remedy of the Seller) immediately become due and payable.

10. Warranties and Liability

10.1 Subject to the following provisions, the Seller will pass to the Buyer the benefit of the manufacturer’s warranty on the Goods. The Buyer shall only be entitled to the benefit of any such warranty or guarantee provided by the manufacturer to the Seller. If the Goods are second-hand, no warranty is given by the Seller unless expressly agreed in Writing between the Seller and the Buyer.
10.2 For Goods that have been serviced by the Seller, the Seller warrants that the Goods will be free from defects in workmanship for a period of 30 days or the average number of hours of machine use from the date of delivery, whichever is sooner. During this time, the Seller will rectify any fault or failure free of charge. After this period, the Seller reserves the right to charge for any repairs.
10.3 The Seller reserves the right to recover from the Buyer any costs exceeding the manufacturer’s contribution for work carried out during or outside the warranty period as outlined in clauses 10.1 and 10.2.
10.4 The above warranty is given by the Seller subject to the following conditions:
10.4.1 The Seller shall not be liable for any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer.
10.4.2 The Seller shall not be liable for any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse, alteration, or repair of the Goods without the Seller’s approval.
10.4.3 The Seller shall not be liable under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods has not been paid by the due date for payment.
10.5 The Seller warrants to the Buyer that the Goods will be of satisfactory quality (as defined by the Sale of Goods Act 1979), fit for any purpose made known to the Seller in Writing at the time of placing the order, correspond with any relevant specification or sample, and comply with all statutory and EU requirements and regulations relating to the sale of the Goods.
10.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976), the Buyer’s statutory rights are not affected by these Terms.
10.7 For valid claims based on defects in the quality or condition of the Goods or their failure to meet specifications, the Seller may, at its sole discretion: In either case, the Seller shall have no further liability to the Buyer. Where possible and without obligation, the Seller may provide alternative Goods for temporary use while replacements or repairs are carried out, at the Seller’s expense.
10.8.1 Nothing in these Terms excludes or limits the Seller’s liability for death or personal injury caused by its negligence, or for defective products under the Consumer Protection Act 1987.
10.8.2 The Seller shall not be liable for any indirect, special, or consequential loss, including loss of profit, or other claims arising out of or in connection with the supply or use of the Goods (including delays or failures to supply in accordance with the Contract).
10.8.3 The Seller’s total liability under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
10.9 The warranty in clause 10.1 applies only to work carried out by the Seller on parts supplied by the Seller. Any labour performed by the customer or third parties on such parts invalidates the warranty and will not be admissible in a warranty claim.
10.10 The Seller shall not be liable for any delay in performing, or failure to perform, its obligations under the Contract due to causes beyond its reasonable control. These causes include, but are not limited to:
10.10.1 Acts of God, explosions, floods, tempests, fire, accidents, disease, or threats of disease.
10.10.2 War, threats of war, sabotage, insurrection, civil disturbances, or requisition.
10.10.3 Acts, restrictions, regulations, bylaws, prohibitions, or measures imposed by governmental, parliamentary, or local authorities.
10.10.4 Import or export regulations or embargoes.
10.10.5 Strikes, lockouts, or other industrial actions or trade disputes (whether involving the Seller’s employees or third parties).
10.10.6 Difficulties in obtaining raw materials, labor, fuel, parts, or machinery.
10.10.7 Power failures or machinery breakdowns.
10.10.8 Failure by the Seller’s suppliers to supply the Goods or parts

11. Indemnity

11.1 The Buyer must notify the Seller immediately of any allegation that the Goods infringe, or that their use or resale infringes, any patent, copyright, design, trademark, or other industrial or intellectual property rights belonging to the Seller or the manufacturer of the Goods (or any part of them).
11.2 The Buyer warrants that any design or instruction provided by it does not infringe any patent, trademark, copyright, design right, or other intellectual property right, whether registered or unregistered.
11.3 The Buyer shall indemnify the Seller against all liabilities, costs, damages, and expenses arising from any claim that the Seller’s use of any design or instruction provided by the Buyer infringes the rights of any third party.

12. Insolvency of Buyer

12.1 This clause applies if:
12.1.1 The Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt, or (being a company) enters administration or liquidation (other than for the purpose of amalgamation or reconstruction), or if a moratorium under the Insolvency Act 1986 comes into force in respect of the Buyer.
12.1.2 An encumbrancer takes possession, or a receiver is appointed, over any of the Buyer’s property or assets.
12.1.3 The Buyer ceases or threatens to cease trading or is taken over by a third party that does not have a credit facility with the Seller.
12.1.4 The Seller reasonably apprehends that any of the above events is about to occur and notifies the Buyer accordingly.
12.2 If this clause applies, the Seller may, without limiting other rights or remedies:
Cancel the Contract or suspend further deliveries without liability to the Buyer.
Require immediate payment for any Goods delivered but not paid for, notwithstanding any prior agreement to the contrary.

13. Export Terms

13.1 Where the Goods are supplied for export from the United Kingdom, this clause (subject to any special terms agreed in Writing between the Buyer and the Seller) applies, notwithstanding any other provision in these Terms.
13.2 Goods are sold "as seen" to export buyers. Payment must be made in advance of transport in cleared funds. The Seller will charge for collection and delivery. No warranty is provided for used goods or equipment.
13.3 The Buyer is responsible for complying with all legislation and regulations governing the importation of the Goods into the destination country and for the payment of any associated duties.
13.4 Unless otherwise agreed in Writing, the Goods shall be delivered FOB (Free on Board) at the designated air or seaport of shipment. The Seller has no obligation to provide notice under section 32(3) of the Sale of Goods Act 1979.
13.5 The Buyer is responsible for arranging testing and inspection of the Goods at the Seller’s premises prior to shipment. The Seller is not liable for claims relating to defects apparent on inspection but made after shipment or for damage occurring during transit.
13.6 The Buyer is responsible for insuring the Goods from the time of payment to the Seller. Payment will only be accepted in Pounds Sterling, and the Seller reserves the right to recover any losses resulting from currency exchange fluctuations.
13.7 Warranties and product improvement programs for the Goods become the responsibility of the local dealer in the destination country. The Seller will honour warranties only to the extent provided by the manufacturer in that country. Once the Goods leave the United Kingdom, the Seller bears no further warranty liability.

14. General

14.1 Any notice required or permitted under these Terms must be in Writing and addressed to the other party’s registered office, principal place of business, or other notified address.
14.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered a waiver of subsequent breaches of the same or any other provision.
14.3 If any provision of the Contract is deemed invalid or unenforceable by a competent authority, the remaining provisions shall remain valid and enforceable.
14.4 The Contract does not intend to confer any benefit enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
14.5 Any disputes arising under or in connection with the Contract or the sale of Goods shall be referred to a single arbitrator under the Arbitration Act 1996.
14.6 The Contract is governed by the laws of Wales, and the Buyer agrees to submit to the non-exclusive jurisdiction of the Welsh courts.