STANDARD TERMS AND CONDITIONS OF SALE
THE FOLLOWING STANDARD TERMS AND CONDITIONS OF SALE (“TERMS”) SHALL GOVERN THE ENTIRE RELATIONSHIP BETWEEN KIDDE SAFETY EUROPE LTD. (“KIDDE”) AND PURCHASER INCLUDING, BUT NOT LIMITED TO ALL NEGOTIATIONS, PURCHASE ORDERS, ACCEPTANCES, SALES AND DELIVERIES. NO TERM OR CONDITION OR OTHER UNDERSTANDING, ORAL, OR WRITTEN, IN ANY WAY PROPOSING TO VARY, ALTER, EXPAND, OR MODIFY UPON THESE TERMS, WHETHER CONTAINED IN PURCHASER’S PURCHASE ORDER OR ELSEWHERE, SHALL BE BINDING ON KIDDE, ITS SUCCESSORS OR ASSIGNS, UNLESS AGREED UPON IN WRITING AND SIGNED BY KIDDE.
Notwithstanding any inconsistent or additional terms that may be embodied in the Purchaser’s purchase order, Kidde accepts Purchaser’s order on the express condition that Purchaser agrees to the Terms as the only terms governing Purchaser’s order.
For the purpose of these Terms:
‘Data Privacy Laws’ means applicable laws and regulations relating to Personal Information protection of any country, state, or municipality with jurisdiction to regulate the activity covered by the agreements between Seller and Purchaser.
‘Personal Information’ means information and data exchanged in connection with the agreements between Seller and Purchaser that is related to any identified or identifiable natural person or, to the extent of a conflict with applicable law, which is subject to any of the Data Privacy Laws.
“Pricing” means the price of the Products as stated in Kidde's price list applicable to the Products;
“Products” shall mean any products or replacements thereof and any refurbished products together with (in the case of contracts for the provision of services) any services/ workmanship supplied to the Purchaserr pursuant to an order as per clause 3.1 hereof and subject to the present Conditions;
“Purchaser” shall mean any natural or legal person purchasing Products from Kidde pursuant to a Purchase Order. The Purchase is irrevocably deemed to be a professional user, acting in course with its professional activities. The Purchaser is considered to be in possession of the relevant know- how relating to the Products and employ staff with the necessary capacity and expertise. Purchaser agrees and confirms that it has read and understood the latest available Products documentation and installation sheet prior to commencement of Products handling and installation.
“Purchase Order” shall mean the order, in whatever form, by which Purchaser requests to purchase Products.
“Order Confirmation” shall mean the document by which Kidde confirms a Purchase Order for Products placed by Purchaser.
In case of inconsistency or discrepancy of terms between a Purchase Order, the Order Confirmation or the present Terms, the terms of the Order Confirmation and/or Terms shall prevail.
1. WARRANTIES, EXCLUSIVE REMEDIES, AND LIMITATIONS ON DAMAGES: Kidde’s warranty as to Products is limited to the written warranty it provides to the end user of its Products which guaranties against defects in materials and workmanship for a specified period of time (the “Limited Warranty”). Any Product that is repaired or replaced shall be warranted under the terms of the Limited Warranty for either (i) the remaining term of the warranty for the original Product or (ii) for 90 days, whichever is longer.Other than the Limited Warranty as expressly provided in these terms and conditions, all warranties, conditions, representations made by Kidde, and all other terms, in each case whether express or implied by law, are excluded to the fullest extent permitted by law. Purchaser acknowledges that neither this nor any other warranty, express or implied, have been made by Kidde other than that the Products sold by Kidde pursuant to the purchase order will conform to the size, model, and quantity of the goods set forth in the purchase order. In so far as Purchaser is not the end user of the Product, Purchaser agrees to cooperate with Kidde in providing Kidde’s Limited Warranty to the ultimate end user of the Product. Purchaser is not authorized to, and shall not, change, extend, or modify the Limited Warranty that Kidde supplies to the ultimate end user of the Product in any manner.
THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Except as specifically stated in these Terms, remedies with respect to any Product manufactured or sold by Kidde, or with respect to any alleged breach of or default under these Terms (including any breach of warranty), shall be limited exclusively to the right of replacement or repair of the Product at Kidde’s sole discretion. In no event shall Kidde be liable for consequential or special damages of any nature which may arise in connection with the Product or any breach or default under these Terms.
To the extent permitted by Law, the aggregate liability of Kidde hereunder whether in contract, tort (including negligence) or otherwise, will be limited to the purchase price of the Product. However, the forgoing limitation does not limit the liability of Kidde for third party claims for injury to, or death of a person, arising from the gross negligence of Kidde or an alleged defect in the Product. Kidde will not be liable for any indirect and/or consequential damages, including, but not limited to, loss of profits, income and revenue, financial or commercial losses, the increase in general costs, disturbance of the planning, loss of anticipated profits, loss of capital, loss of customers, lost opportunities, loss of data, loss of benefits, damage to and loss of files, cost of any substitute for the Products Purchaser bought, claims of third parties, death or injury to person or property. While Kidde endeavors to ensure that any information or recommendations which it may provide are correct, Kidde assumes no liability for any advice, information, recommendations or assistance of whatever nature or results obtained therefrom (“Information”). Kidde makes no representations or warranties as to the completeness or accuracy of the Information which is supplied upon the condition that Purchaser and/or any persons receiving the Information shall make their own determination as to its suitability of any Products for their purposes prior to use.
2. ACCEPTANCE OF PURCHASE ORDERS – ORDER CONFIRMATION : Kidde shall have no obligation, nor shall Kidde be bound, with respect to any purchase order, unless the purchase order has been accepted by Kidde. Any Purchase Order is subject to an Order Confirmation by Kidde. At its sole discretion, Kidde may elect to reject any purchase order submitted by Purchaser.
3. PAYMENT TERMS : Unless otherwise stated or agreed upon in writing by Kidde, standard payment terms for Product are cash in advance or Net 30 with approved credit.
4. PRODUCT LEAD TIME: Unless otherwise stated or agreed to in writing by Kidde, our standard lead time is a minimum of 4 days (order date to requested ship date) and will be shipped on a first come first served basis. All orders should be shipped within 5 business days of the requested ship date, and most will ship on the requested ship date, unless the order falls outside normal run-rates / hours of operation. Orders exceeding normal run-rates will be treated on a case by case basis and may warrant significantly greater lead times.
5. PACKAGING, CONFIGURATION, LABELING: Unless otherwise agreed to in writing by Kidde, Product shall be packaged for shipment on a standard 40 x 48 pallet. Standard pack configuration for all Product shall be master pack and all Product shall include Kidde’s standard labeling.
6. SHIPMENT: Unless otherwise agreed to in writing by Kidde, shipment of all Product shall be DDP Ireland and EXW for the rest of Europe.
7. DELIVERY AND FORCE MAJEURE:
7.1.Shipping dates provided by Kidde are estimates only, and Kidde in no way guarantees that ordered Product will be shipped in accordance with estimated shipping schedules. Under no circumstances shall Kidde be liable for any loss, damage or delay due to any cause beyond its reasonable control, including but not limited to acts of government, terrorism, strikes, lockouts, other labor disputes, fire, explosion, epidemic, pandemic, theft, weather damage, flood, earthquake, riot, civil commotion, war, or any act of God.
7.2 Delivery dates are estimates only. Time of delivery is not of the essence. Unless otherwise stated, delivery periods commence from date of the Company's confirmation of Purchaser's order. Kidde shall use its reasonable endeavors to deliver the Products by the stated delivery date, but may suspend or delay delivery and shall not be liable for any loss whatsoever in the event of late delivery or non-delivery of Products or any instalment owing to any occurrence whatsoever beyond its control. The Purchaser shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract.
7.3 Kidde may at its option deliver by instalments; each instalment shall constitute
a separate contract on these Conditions.
7.4 Delivery for orders shall take place and risk shall pass upon the earliest of the following:
7.5 Kidde handing the Products to the Purchaser or its agent at the Kidde's premises; or
7.5.1 the Products leaving the Kidde's premises; or
7.5.2 on the eighth day following notification that the Products are ready for dispatch; or
7.5.3 in the case of Products supplier at the time of a service visit by the Kidde, upon the Kidde handing the Products to the Purchaser or its agent at the Purchaser's premises.
7.6 All prices are given by the Kidde on an ex-works basis. Where Kidde agrees to deliver the Products to the Purchaser 's premises, Kidde reserves the right to make a reasonable charge for transport, packaging and insurance. Kidde shall use reasonable endeavors to give to the Purchaser prior notice of any such charges.
8 Kidde shall not be liable for loss or damage to Products in transit.
8.2 If the Purchaser has failed to collect Products on the expiry of the seventh day following notification of readiness for dispatch Kidde shall be entitled to treat the order as repudiated by the Purchaser. Until the order is so terminated Kidde may, at its option, either store the Products itself or have them stored by third parties on such terms as it in its absolute discretion thinks fit. The cost of storage and any additional transportation will be added to and form part of the price. If Kidde elects to treat the contract as repudiated in accordance with this Condition it shall (without prejudice to its rights and remedies in respect of such repudiation) be entitled to sell the Products and retain the proceeds of the sale.
8. PRICING CHANGE NOTIFICATION: Unless otherwise agreed to in writing by Kidde, Pricing for all Product are subject to change by Kidde subject to 45 days written notice and orders calling for future delivery will be billed according to the Pricing in effect at the time of the Product is shipped from Kidde’s facility.
9. PRICE QUOTATIONS: Unless otherwise agreed to in writing by Kidde, written price quotations are effective only if obtained from Kidde. All price quotations shall automatically expire thirty (30) calendar days from the date issued and are subject to earlier termination by notice at any time during the thirty (30) day period. Unless otherwise defined in the sales agreement between the parties, Pricing for the Products are exclusive of VAT and all other duties, fees or taxes. All sums due to Kidde shall be paid in the currency stated in the sales agreement or the Order Confirmation.
10. CANCELLATIONS, MODIFICATIONS, AND RETURNS: Once placed, Purchase Orders may be cancelled or modified by the Purchaser only with the written consent of Kidde. If such consent is given and a Purchase Order is cancelled or modified, the Purchaser shall reimburse Kidde for all expenses (as determined by Kidde in its sole discretion) incurred prior to such cancellation.
Product may be returned only with a prior written return material authorization (“RMA”) obtained from Kidde and all product returned via RMA must be in original product packaging and be less than one (1) year old from the date of manufacture. All Product returned via RMA shall be subject to a 30% re-stocking fee. All Product returned pursuant to an RMA shall be shipped FOB to Kidde’s facility.
a) The Purchaser shall inspect the Product immediately upon receipt and shall be deemed to have accepted the Products as delivered if he fails to notify Kidde of any defect or lack of conformity with the agreement within seven days after receipt.
b) Kidde shall make good shortages notified to it as soon as reasonably practicable but shall not be liable for any other loss whatsoever arising from such shortage.
c) Kidde’s liability for Goods lost or damaged in transit shall in all circumstances be limited to (at the Kidde’s option) the remedying, replacement, or crediting the Purchaser with the invoice value of the Products in question.
12. TRADEMARKS AND TRADE NAMES: Purchaser acknowledges that all intellectual property rights, brand names, logos, and trademarks incorporated onto or associated with the Products (collectively, the “Kidde IPR”) purchased hereunder and the Kidde trade name are and remain the exclusive property of Kidde. Purchaser understands that Purchaser does not acquire any rights in any of the Kidde IPR by purchasing the Products hereunder. Purchaser will not: (a) attach any additional trademarks or trade names to the products sold by Kidde hereunder, or (b) remove or alter or overprint any of the Kidde marks or trade names provided hereunder. Purchaser shall not make any use of the Kidde IPR at any time except as otherwise authorized in writing by Kidde. The Purchaser shall in any event ensure that all use of Kidde’s trademark(s), trade name(s), logo’s or other intellectual property rights, including but not limited to any and all promotional or other Product related material, shall comply with the trademark guidelines for authorized third parties as made available to Purchaser via salespartner
13. RETENTION OF TITLE
13.1 Until Kidde has received payment in full of all sums owed to it on any account by the Purchaser, whether arising out of this or any other contract, legal and beneficial title to the Products shall remain in Kidde such Products are referred to in this clause as "retained Products".
13.2 Retained Products:
13.2.1 are held by the Purchaser as fiduciary for Kidde and the Purchaser shall not pledge or in any way charge by way of security for any indebtedness any retained Products;
13.2.2 shall be at the Purchaser 's risk, insured by the Purchaser from the date of delivery at its own expense for their full replacement value against all usual risks; and kept safe in good condition and stored separately and clearly identifiable as the Company's property and with all identifying marks intact and legible; and
13.2.3 may, subject to clause 13.3 below be used or sold by the Purchaser as fiduciary for Kidde in the ordinary course of its business on the basis that the proceeds of sale shall be held in trust by the Purchaser for Kidde absolutely.
13.3 The Purchaser 's powers of use and sale of retained Products shall terminate:
13.3.1 forthwith on notice from the Kidde if the Purchaser is in default of any of its obligations under this or any other contract with Kidde or if Kidde has reasonable doubts as to the ability or willingness of the Purchaser to pay any sum to it on the due date;
13.3.2 automatically upon the occurrence of any of the following:
188.8.131.52 if the Purchaser causes a meeting of or makes any arrangement or composition with its creditors; or,
184.108.40.206 if the Purchaser becomes insolvent or appears to be unable to pay a debt or to have no reasonable prospect of paying a debt (within the meaning of Section 268 of the Insolvency Act 1986); or, being a company, appears unable to pay its debts (within the meaning of Section 123 of that Act); or,
220.127.116.11 if there is presented a petition for the winding up of the Purchaser, or for the appointment of an Administrator of its undertaking; or,
18.104.22.168 if the Purchaser has an Administrator or Administrative Receiver appointed over any of its assets or undertaking or a winding up order made against it or it goes into voluntary liquidation (otherwise than for the purposes of bona fide reconstruction or amalgamation of a solvent company);
22.214.171.124 if anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Purchaser.
13.3.3 The Company may at any time, on giving prior notice, enter the Purchaser's premises for the purpose of inspecting retained Products and identifying them as the Company's property and the Purchaser irrevocably authorizes Kidde to enter upon its premises for that purpose.
13.4 Upon suspension, revocation or determination of the Purchaser power of sale and use under this clause 13 the Purchaser shall place all the retained Products in its possession or under its control at the Company's disposal and shall be deemed irrevocably to authorize Kidde to enter upon any of the Purchaser's premises, with or without vehicles, for the purpose of removing such Products.
The repossession of retained Products by Kidde in accordance with this clause 13 shall be without prejudice to all or any of the Kidde's other rights against the Purchaser under the agreement.
13. PROPRIETARY INFORMATION/NON DISCLOSURE: Purchaser acknowledges that any knowledge or information, including prototypes, designs, drawings, and data, which Kidde may have disclosed to Purchaser in connection with the order of the Products shall, at all times, remain the exclusive property of Kidde, and Purchaser shall acquire no interest in, or rights with respect to such proprietary information. Purchaser further acknowledges that such proprietary information constitutes a valuable, special, and unique business asset of Kidde and Purchaser will not now or at any time in the future use any such information in any manner or disclose any such information in any manner or disclose any such information to any person or entity, except as expressly permitted in writing by Kidde.
14. CUSTOM PRODUCTS/SKUS: Purchase Orders may only be submitted for existing Products and SKUs. Purchaser may not submit Purchase Orders for custom products or new SKUs without the express written consent of Kidde.
15. DEFAULT, REMEDIES AND TERMINATION : In the event that Purchaser fails to make payment when due for Products shipped to it, or otherwise breaches any provision of these Standard Terms and Conditions of Sale, Purchaser shall be liable for any loss suffered by Kidde by reason of such breach including but not limited to, costs of collection, attorney’s fees, loss of Kidde’s profits, and additional freight, storage, and handling costs. In such event, Kidde, at its sole discretion, may also terminate the Purchase Order, require that any shipment of Product be made C.O.D. (cash on delivery), demand cash in advance prior to filling any orders and place the Purchaser on credit hold. The above-listed remedies are cumulative and in addition to any other remedies available to Kidde at law or equity for the failure to pay for Products sold hereunder.
16. INDEMNIFICATION: Purchaser shall indemnify, defend and hold Kidde harmless from and against any and all third party claims, losses, liabilities and expenses (including without limitation, attorneys’ fees) arising from the Products sold hereunder and where the sole basis of the third party claim is the alleged willful or negligent wrong doing of the Purchaser.
17. GOVERNING LAW: These Terms are to be construed according to the laws of England and Wales. The application of the Convention of the United Nations of April 11, 1980 on Contract for the International Sale of Products is hereby excluded. Any dispute which may arise in connection with these Conditions shall be referred to the competent English Courts unless Kidde elects to refer the matter to the Courts of the Purchaser’s domicile.
18. EXPORT CONTROL COMPLIANCE: Purchaser agrees to conduct its activities with respect to Products (to including technical data, engineering information, and software) in compliance with applicable export controls and trade and economic sanctions laws and regulations, including those of the United States, the European Union and its Member States, and the governments with jurisdiction over Purchaser’s activities (collectively, “Trade Controls”). Purchaser shall not directly or knowingly indirectly export, reexport, or transfer any Products: (1) to countries or territories precluded from receiving such items under Trade Controls (presently, Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine); (2) parties precluded from receiving such items under Trade Controls, including parties designated on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List; (3) for unauthorized end-uses, to include nuclear, chemical, or biological weapons or ballistic missiles-related activities; or (4) otherwise in violation of Trade Controls.
19. NUCLEAR USE: Products sold hereunder are not intended for application (and shall not be used) in connection with the use or handling of nuclear material or the construction or operation of a nuclear installation. Purchaser warrants that it shall not use such Products for such purposes, or permit others to use such Products for such purposes, unless such use is agreed to in writing by a representative of Kidde specifically authorized to enter into such agreement. If, in breach of the foregoing, any such use occurs, Kidde disclaims all liability for any nuclear or other damage, injury or contamination, and Kidde shall indemnify Kidde against any such liability. In no event shall Seller be liable for any such damages occurred as a result of Kidde’s breach of the foregoing provisions.
In the event that Kidde has authorized the sale, installation or use of Products for nuclear use, neither Kidde, nor its subcontractors, suppliers or employees will be liable for any loss of, damage to, or loss of use of any property, including Kidde’s or end user’s property, or for any such loss, damage, loss of use, injury or illness which arises out of or results from a nuclear incident or a precautionary evacuation in anticipation of such incident (whether or not such incident occurs), or for damages caused by reason of unavailability of plant, plant outage, plant shutdowns or service interruptions, loss of use of equipment or power systems, loss of profits or revenues, cost of purchased or replacement power, cost of capital, claims of customers of Purchaser or from any nuclear risk or hazard. Purchaser waives and will require its insurers to waive all rights of recovery against Kidde and its subcontractors, suppliers and employees on account of such loss, damage, loss of use, injury or illness. Purchaser shall be responsible for, and shall indemnity and hold harmless Kidde and its subcontractors, suppliers and employees (including with respect to attorney’s fees, investigative costs, and other defense expenses) from all claims by any third party resulting from any cause including the negligence of Kidde, its subcontractors, suppliers and employees and which arise out of any nuclear incident, precautionary evacuation in anticipation thereof, or any on-site property damage at the end use location.
20. CODE OF ETHICS Purchaser hereby acknowledges having read and understood the Carrier’s Code of Ethics here
Purchaser undertakes to comply with these and comply with any amendment and any other or new integrity policy or Carrier Code of Ethics in the performance of its obligations hereunder as well as in its relations with any third parties or under any agreement.
21 . ASSIGNMENTS: Purchaser may not assign or transfer any of its rights or duties under theses Standard Terms and Conditions of Sales without the written consent of Kidde. Kidde may, in its sole discretion, assign or transfer any or all of its rights or duties hereunder to any person or entity, including without limitation any affiliate or successor.
22 . SEVERABILITY: In the event any provision of these Standard Terms and Conditions of Sale should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so that it will be enforceable to the greatest extent permitted by law, and all remaining provisions shall continue in full force and effect without being affected, impaired, or invalidated thereby.
23 . WAIVER : Any failure by Kidde to enforce any provision of these Standard Terms and Conditions of Sale shall be not be construed as a waiver of its rights thereafter to enforce each and every provision herein.
24. BREXIT EVENTS : Kidde shall notify the Purchaser should it suffer any adverse impact on the contract occurring at any time following UK’s decision to cease to be a member state of the European Union as a result of a Brexit Event. A “Brexit Event” shall include but not be limited to:
(a) Changes in law;
(b) Increases in costs, fluctuating exchange rates, tariffs or other duties tax or levy imposed on exports or imports, changes to Pricing of Products incurred by Kidde in fulfilling the Purchase Order since the Pricing was agreed;
(c) Restrictions on the ability to perform the obligations under the contract;
(d) Changes or new requirements for licenses or consents;
(e) Delays in export or import of products or services due to controls, processes or restrictions;
(f) Any other change to the business or economic environment in which Kidde operates that may be unforeseen at the date of the contract.
Following such notice Kidde shall be entitled to adjust the prices and any other charges, after taking all reasonable steps to mitigate any additional costs and expenses, from the date of receipt of such notice so that Kidde is financially no worse off than if the Brexit Event had not occurred. In addition it is further agreed that Kidde shall have no liability for any delays to programme or delivery or any penalties costs or damages that are associated with any programme or delivery in the event that such delay is caused by a Brexit Event.
25. PRIVACY. Both parties agree that in the execution and the administration of the Agreement, Personal Information of either Party will be processed, for invoicing and contract management purposes, in accordance with the Data Protection Laws. If a Party provides the other party with any Personal Information, it will ensure that it has the legal right to do so, including obtaining consent and providing notice to the individuals whose personal information it has provided to the other, if needed. Kidde has a General Privacy Notice: privacy-notice-general that covers Personal Information that it collects and processes for such purposes.
Last updated:1st July 2021