1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions the following expressions will have the following meanings:
“Actual Delivery Date” means the date that Karndean delivers Products or the date that the Buyer collects, or a third party collects on behalf of the Buyer, the Products;
“Associated Companies” means any associated companies of Karndean, including Karndean International Holdings Limited, Karndean International LLC, Karndean International Pty Ltd and DSL Flooring Limited;
“Business Day” any day other than a Saturday or Sunday or a public holiday in England;
“Buyer” the person, firm, organisation, company or association, who purchase Products from Karndean, as detailed in the Order Confirmation;
“Collection Point” has the meaning given to it in clause 7.2.2;
“Confidential Information” all information, however conveyed or presented, which has been designated as confidential by Karndean in writing (whether or not it is marked “confidential”) or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including any information in respect of the business of Karndean including its affairs, operations, customers, clients and suppliers (whether actual or potential), personnel, processes, trading practices, finances, budgets, pricing policies, Product information, strategies, developments, trade secrets, Intellectual Property, know-how, and any other information which, if disclosed, will be liable to cause harm to Karndean;
“Contract” these Terms and Conditions together with any special terms agreed in writing between the Buyer and Karndean as specified in the Order Confirmation for the sale and purchase of the Products;
“Delivery Date” the date on or by which Karndean shall deliver the Products or the date on or by which the Buyer shall collect (or appoint a third party to collect) the Products, as detailed in the Order Confirmation;
“Delivery Point” the place where delivery of the Products is to take place as detailed in the Order Confirmation or as otherwise agreed in writing between Karndean and the Buyer;
“Design Components” the specialist tiles in Karndean’s product range known as decorative, metallic, feature and design strips, decorative borders and corners which are installed with Karndean’s tile and plank to enhance them;
“DPL” shall mean all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR; the Data Protection Act 2018 (“DPA 2018”)(and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; the General Data Protection Regulation (EU) 2016/679 (as applicable) and any applicable guidance or codes of practice issued by the Information Commissioner or other relevant regulatory authority from time to time (all as amended, updated or re-enacted from time to time) and any other applicable laws relating to the protection of personal data and the privacy of individuals;
“Due Date” unless otherwise agreed in the Order Confirmation, the date for settlement of invoices agreed between Karndean and the Buyer being 20 days from the end of the month in which the invoice was issued;
“Force Majeure” anything preventing either party from performing any obligations (save for the Buyer’s obligation to pay for the Products) which arises by reason of circumstances outside its reasonable control including strikes, lockouts or other industrial disputes, protest, act of God, war, national emergency, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, epidemic or default of suppliers or subcontractors;
“Intellectual Property” any and all intellectual property rights of any nature including but not limited to patents, rights to inventions, trademarks, registered designs, utility models, domain names, applications for and rights to apply for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, unregistered design rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), rights to prevent passing off or unfair competition, database rights, topography rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Karndean” means Karndean International Limited (registered with company number 01612506) whose registered office is at Crab Apple Way, Vale Park, Evesham, WR11 1GP, United Kingdom;
“Karndean Intellectual Property” means all Intellectual Property owned by Karndean and/or any of the Associated Companies, including, but not limited, to all unregistered design rights and registered designs relating to the Karndean Designs, copyright in the Karndean Works, the Karndean Trade Marks and the Karndean Domain Names;
“Karndean Designs” means all designs of and relating to the Products;
“Karndean Domain Names” means any domain names registered or used by Karndean and/or any of the Associated Companies, including “karndean.com”, “.karndean.co.uk”, “palioflooring.com” and “palioflooring.co.uk”;
“Karndean Works” means all works (including materials, instruction manuals, photographs, videos, catalogues, software, promotional material, documents, information and website content) created by or on behalf of Karndean and/or any of the Associated Companies;
“Karndean Trademarks” means all trademarks (registered and unregistered) owned by Karndean and/or any of the Associated Companies, including “Karndean”, “Karndean Designflooring”, “Palio by Karndean”, the Karndean Designflooring logo, and the names and logos of or used in relation to the Products and services provided by Karndean and any applications of the same;
"Order" the Buyer's order for Products placed by phone, email or online in accordance with clause 2.2;
“Order Confirmation” has the meaning given in clause 2.3;
“Price” means the price of the Products, calculated in accordance with clause 4;
“Promotional Materials Licence” means the licence agreement between Karndean and the Buyer to use certain promotional materials;
“Products” means any products which Karndean supplies to the Buyer (including any of them or any part of them) under a Contract;
“Terms and Conditions” means the terms and conditions in this document.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
1.2 The headings in these Terms and Conditions are for convenience only and will not affect their construction or interpretation.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2.GRANT, TERM AND FORMATION
Grant and term
2.1 The Buyer has a right to resell and promote Products pursuant to an Order on a non-exclusive basis to the Buyer’s customers in the United Kingdom and Ireland only subject always to the terms of the Contract and the terms of the Promotional Materials Licence.
Order process
2.2 If the Buyer wishes to place an Order for Products, the Buyer shall send a request to Karndean, giving details of the Products that it requires and any information relating to the Products, including quantity of Products, requested timescales for delivery and any delivery requirements. Each Order or acceptance of a quotation for Products will be deemed to be an offer by the Buyer to purchase Products upon these Terms and Conditions.
2.3 Karndean will (at its discretion) either reject or accept the Buyer’s Order. Acceptance of the Buyer’s Order (in part or in full) will take place by Karndean emailing the Buyer to confirm acceptance of the Order (in part or in full) (“Order Confirmation”), subject to these Terms and Conditions. It is at this point that there will be a binding contract in force between Karndean and the Buyer for Products set out in the Order Confirmation and on the terms set out in the Order Confirmation and these Terms and Conditions. No Contract shall come into existence until an Order Confirmation has been issued by Karndean.
2.4 Any Products sold by Karndean are sold to the Buyer subject to the terms of the Contract to the exclusion of all other terms and conditions (including any terms endorsed upon, delivered with or contained in any documents of the Buyer) and all previous oral or written representations and any other terms that the Buyer may seek to impose or incorporate or which may be implied by law, trade, custom, produce or course of dealings.
2.5 All prices quoted by Karndean are estimates only and not binding on Karndean until Karndean has issued an Order Confirmation.
2.6 The Buyer must ensure that the terms of its Order and information and/or any applicable specification supplied by the Buyer are complete and accurate.
2.7 All Orders are subject to these Terms and Conditions.
2.8 The Buyer may not cancel an Order once Karndean has issued an Order Confirmation and the Buyer cannot cancel the Contract whilst it is in force unless Karndean agrees otherwise in writing or the Buyer has a right to cancel under these Terms and Conditions.
2.9 If the Buyer requests to cancel an Order after an Order Confirmation has been issued and Karndean, in its absolute discretion, agrees to cancel such Order, the Buyer will be responsible for any costs and expenses incurred by Karndean up to cancellation of the Order and any costs that Karndean has committed to with third parties including any costs relating to Products which have been manufactured to the Buyer’s specification.
Changes to the Buyer’s Order
2.10 Subject in all cases to clause 2.11 below, if, after Karndean has sent an Order Confirmation to the Buyer, the Buyer wishes to change its Order, it shall notify Karndean in writing at least 1 hour before Karndean is due to dispatch the Order for delivery or 1 hour before the Buyer, or a third party appointed by the Buyer, is due to collect the Buyer’s Order.
2.11 If Karndean is able to accommodate the requested change, Karndean will confirm (in its sole discretion) that it accepts the Buyer’s changes by issuing a revised Order Confirmation including the agreed changes. Any changes may impact on the Delivery Date and the Buyer will be responsible for any costs and expenses incurred by Karndean as a result of the requested modification of the Order including any costs that Karndean has committed to with third parties and any costs relating to Products which have been manufactured to the Buyer’s specification.
Returns
2.12 Subject to clauses 8 and 9, Karndean may, at its discretion, agree to accept the return of Products ordered by the Buyer. Any such return must be authorised in writing by Karndean prior to the Products being returned.
2.13 In the event that Karndean agrees to accept a return pursuant to clause 2.12 above, the Buyer shall pay:
2.13.1 an amount equal to 25% of the invoice value of the returned Products; and
2.13.2 an administration charge of £30 per return transaction, (together the “Return Charges”).
2.14 Products must be returned by the Buyer in their original condition and packaging. Karndean reserves the right to refuse any return that does not comply with these requirements.
2.15 Risk in the Products shall remain with the Buyer until the Products are received and accepted by Karndean at its nominated premises. Title to the Products shall pass back to Karndean upon such receipt and acceptance.
2.16 Payment of the Return Charges under clause 2.13 above shall be made as follows:
2.16.1 where the Buyer has already paid the invoice for the Products in full, Karndean shall issue a credit note for an amount equal to the original invoice value of the Products less the Return Charges. Any remaining balance due to the Buyer will be refunded or credited to the Buyer’s account, at Karndean’s option.
2.16.2 without prejudice to the Buyer’s obligation to comply with the payment terms under clause 5, where the Buyer has not yet paid the invoice for the Products, Karndean shall:
(a) issue a credit note for the original invoice amount of the Products; and
(b) issue a separate invoice to the Buyer for the Return Charges. The Buyer shall pay the invoice for the Return Charges within 20 days of the date of that invoice.
2.17 The practical process for requesting, authorising and completing a return — including the requirement for a Sales Return Order, product eligibility, collection arrangements and inspection timescales — is set out in Karndean's Returns Policy, available at www. karndean.com/returnspolicy , as updated by Karndean from time to time. The Returns Policy is incorporated into and forms part of the Contract. In the event of any conflict between this clause 2 and the Returns Policy, this clause 2 shall prevail. The Returns Policy governs returns accepted at Karndean’s discretion and does not apply to, limit or vary the Buyer’s rights in respect of damaged, defective or non-compliant Products under clause 9 (Quality).
3. THE PRODUCTS
3.1 The quantity and description of the Products will be as set out from time to time in Karndean’s trade catalogues, retail brochures and on Karndean’s website(s) and confirmed in the Order Confirmation.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Karndean and any descriptions or illustrations contained in Karndean’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products represented by or described in them. They will not form part of the Contract nor have any contractual force and the Products are not sold by way of sale by sample.
3.3 Karndean may make any changes to the specification, design, materials or finishes of the Products (even if the subject of a Contract) which:
3.3.1 are required to conform with any applicable safety or other statutory or regulatory requirements; or
3.3.2 do not materially affect their quality or performance.
3.4 The Buyer will indemnify and keep indemnified Karndean against all claims, losses, expenses, actions, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of Karndean’s use of specifications, details, drawing and/or any other information and/or materials supplied by or on behalf of the Buyer.
3.5 Karndean will not normally accept an Order for Design Components without the tiles and/or planks which are required in order to install the Design Components but Karndean may, in its sole discretion, choose to do so.
4. PRICE
4.1 The Price for the Products will be the price set out in the Order Confirmation, or if no price is set out, the price set out in Karndean’s price list in force as at the date of delivery.
4.2 The Price of the Product:
4.2.1 includes the costs and charges of standard packaging as confirmed by Karndean;
4.2.2 excludes amounts in respect of any applicable value added tax or other sales tax or duty, which the Buyer shall additionally be liable to pay to Karndean at the prevailing rate, subject to the receipt of a valid VAT invoice; and
4.2.3 excludes the costs and charges of any specific packaging requested by the Buyer, insurance and, unless otherwise agreed by Karndean, any transport of the Goods, which shall be invoiced to the Customer.
4.3 Karndean will be entitled to increase the Price to cover Karndean’s increased costs, expenses and/or materials following:
4.3.1 the Order being placed by the Buyer and the date of delivery of the Order due to any factor beyond Karndean’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
4.3.2 any changes in the specification, delivery date(s), quantities or types of Goods ordered made at the request of the Buyer and agreed by Karndean or to cover any extra expense as a result of the Buyer’s instructions or lack of instructions or delay by the Buyer in giving Karndean adequate or accurate information or instructions; or
4.3.3 complying with the requirements referred to in clause 3.3.1.
4.4 Karndean will give the Buyer notice before an increase in Price is made pursuant to clause 4.3.
5. PAYMENT
5.1 Karndean may invoice the Buyer for the Products on or at any time after completion of delivery or collection pursuant to clause 7.3 and payment is due in the currency invoiced by the Due Date.
5.2 Time for payment will be of the essence.
5.3 No payment will be deemed to have been received until Karndean has received cash or cleared funds from the Buyer to a bank account nominated in writing by Karndean.
5.4 All payments to be made by the Buyer under the Contract will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Buyer is required by law to make any such deduction or withholding.
5.5 Karndean may appropriate any payment made by the Buyer to Karndean to such of the invoices for the Products as Karndean thinks fit, despite any purported appropriation by the Buyer.
5.6 If any sum payable under the Contract is not paid on or by the relevant Due Date then, without prejudice to Karndean’s other rights and remedies (including those set out in clause 12):
5.6.1 the Buyer shall pay interest on the overdue amount from the Due Date until payment of the overdue sum (whether before or after judgment) at the prescribed statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended updated or superseded from time to time) at a fixed rate of 8% a year above the base rate of the Bank of England. If, for any reason, the Late Payment of Commercial Debts (Interest) Act 1998 does not apply or the rate of interest payable under the Act falls below 8% a year above the base rate of the Bank of England, the rate of interest payable on any overdue amounts under the Contract shall be 8% a year above the base rate of the Bank of England from time to time in force and payable on a daily basis, and
5.6.2 Karndean also reserves the right to charge a late payment fee as set out in the Late Payment of Commercial Debts (Interest) Act 1998.
5.7 In addition to Karndean’s rights under clause 5.6 and without prejudice to its other rights or remedies, if the Buyer fails to make payment on or by the Due Date:
5.7.1 Karndean shall notify the Buyer. If the Buyer fails to pay the outstanding amounts within 7 days of the date of Karndean’s notification, Karndean will notify the Buyer of the outstanding sums a second time. If the Buyer does not pay within 7 days of the date of Karndean’s second notification, Karndean will be entitled to terminate the Contract pursuant to clause 12.1.1; and/or
5.7.2 Karndean will be entitled to suspend supply and deliveries of the Products under the Contract and under any other contract between the Buyer and Karndean and the Buyer and any Associated Company; and/or
5.7.3 Karndean has the right to proceed against the Buyer for the full balance of any debt outstanding until all outstanding amounts on whatever account have been received by Karndean (in cash or cleared funds) from the Buyer.
5.8 Karndean may, in its sole discretion, give the Buyer a credit limit and such credit limit may be subject to additional terms which will be notified by Karndean to the Buyer.
5.9 Notwithstanding Karndean exercising its discretion under clause 5.8, clauses 5.1 to 5.7 inclusive will apply and pursuant to clause 17.4 this will not be deemed to be a waiver of Karndean’s rights under the Contract.
6. INSTALMENTS
6.1 Karndean may deliver the Products by separate instalments. Each separate instalment may be invoiced separately and if so, will be paid by the Buyer separately in accordance with the provisions of the Contract.
6.2 Each instalment will constitute a separate Contract. Any delay in delivery of, defect in an instalment, cancellation or termination of any one Contract relating to an instalment will not entitle the Buyer to repudiate or cancel any other Contract relating to an instalment.
6.3 Without prejudice to any other rights of remedies of Karndean, if payment is not made in full on or by the Due Date (and in cleared funds), Karndean may withhold or suspend future deliveries of the Products in accordance with its right under clause 5.7.2 above as well as the delivery of any other products under any other agreement between Karndean and the Buyer and any Associated Company may suspend delivery of products under any agreement between an Associated Company and the Buyer.
7. DELIVERY
7.1 Deliveries will normally be made between 9am and 5pm on a Business Day.
7.2 If the Order Confirmation states that:
7.2.1 Karndean will be responsible for delivery of the Products, Karndean will use reasonable endeavours to deliver the Products on or by the Delivery Date and, if no time is agreed in the Order Confirmation, then within a reasonable time of the Order Confirmation. Karndean will not be responsible for off-loading Products, off-loading Products will be the Buyer’s responsibility. Time of delivery will not be of the essence. If Karndean is unable for any reason to fulfil any delivery or performance on or by the Delivery Date, Karndean will not be deemed to be in breach of this Contract, and its liability shall be limited to the provisions set out in this Contract including clause 7 and clause 10; or
7.2.2 the Buyer will be responsible for collecting Products, the Buyer will collect (or appoint a third party to collect) the Products on the Delivery Date, at the time and place specified in the Order Confirmation or as otherwise notified by Karndean (“Collection Point”) and the Buyer shall be fully responsible for loading and off-loading Products.
7.3 Delivery is completed as follows:
7.3.1 on the completion of the delivery of the Products at the Delivery Point if Karndean is responsible for delivering the Products in accordance with clause 7.2.1; or
7.3.2 on the completion of the collection of the Products at the Collection Point if the Buyer is responsible for collecting the Products in accordance with clause 7.2.2.
7.4 Karndean shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Buyer’s failure to provide Karndean with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
7.5 If Karndean fails to deliver the Products in accordance with its obligation to do so under clause 7.2.1 above and such failure is due to Karndean’s own default and not the acts and/or omissions of the Buyer (or any third party appointed by the Buyer) and subject to the provisions of clause 7.4 above, Karndean will refund to the Buyer any sums which the Buyer has paid to Karndean in respect of those Products that Karndean has failed to deliver.
7.6 Karndean may (in its absolute discretion) accept a postponement of delivery to or collection by the Buyer, provided that the Buyer provides such request in writing at least 1 hour before Karndean is due to dispatch the Products for delivery or make the Products ready for collection by the Buyer. Where Karndean accepts postponement of delivery or collection of the Products at the Buyer’s request, the Buyer will pay Karndean any resulting charges for storage, transportation and insurance incurred on a daily basis and the Buyer will pay for the Products on the relevant Due Date as if the delivery had not been postponed.
7.7 The Buyer will provide at its expense either at the Delivery Point or Collection Point adequate and appropriate equipment and manual labour for loading and off-loading the Products (as applicable) in accordance with its responsibilities under clause 7.2.1 and clause 7.2.2 above.
7.8 If the Buyer fails to take delivery of any of the Products when they are ready for delivery or fails to collect the Products in accordance with the Order Confirmation and these Terms and Conditions or to provide any instructions, documents, licences or authorisations required to enable the Products to be delivered on time (except where such failure is caused solely by Karndean’s failure to comply with its obligations under the Contract in respect of the Products), the Products will be deemed to have been delivered on the Delivery Date and (without prejudice to its other rights) Karndean may:
7.8.1 store or arrange for storage of the Products until actual delivery, collection or sale in accordance with clause 7.8.2 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
7.8.2 following written notice to the Buyer, sell any of the Products at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale and costs and expenses including relating to storage and insurance as set out in clause 7.8.1 (if applicable); and/or
7.8.3 treat the Contract as repudiated and shall have the right to rescind the Contract.
8. RISK/OWNERSHIP
8.1 Risk of damage to or loss of the Products will pass to the Buyer immediately on completion of delivery or collection of the Goods in accordance with clause 7.3 (or in accordance with clause 7.8 in respect of deemed delivery).
8.2 Title to the Products will not pass to the Buyer until the earlier of:
8.2.1 Karndean receives in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to Karndean from the Buyer pursuant to clause 4 and/or clause 7 of these Terms and Conditions or all other sums which are or which become due to Karndean from the Buyer under any other agreement between the Buyer and Karndean; or
8.2.2 the Buyer resells the Products, in which case title to the Product shall pass to the Buyer at the time specified in clause 8.4.
8.3 Until title to the Products has passed to the Buyer, the Buyer must:
8.3.1 hold the Products on a fiduciary basis as Karndean’s bailee;
8.3.2 store the Products (at no cost to Karndean) separately from all other Products of the Buyer or any third party in such a way that they remain readily identifiable as Karndean’s property and mark the Products being property of Karndean (in a manner that does not damage the Products);
8.3.3 not destroy, remove, deface or obscure any identifying mark or packaging on or relating to the Products;
8.3.4 notify Karndean immediately if it becomes subject to any of the events listed in clause 12.1.7 to clause 12.1.11 and clause 12.2.1;
8.3.5 maintain the Products in satisfactory condition insured on Karndean’s behalf for their full price from the Actual Delivery Date against all risks to the reasonable satisfaction of Karndean (with any proceeds of a claim under the Buyer’s insurance policy to be held by the Buyer on trust for Karndean) and will whenever requested by Karndean produce a copy of the policy of insurance; and
8.3.6 give Karndean such information as Karndean may reasonably require from time to time relating to:
(a) the Products; and
(b) the Buyer's ongoing financial position.
8.4 Subject to clause 8.6, the Buyer may resell or use the Products in the ordinary course of its business (but not otherwise) before Karndean receives payment for the Products pursuant to clause 8.2.1. However, if the Buyer resells the Goods before that time:
8.4.1 it does so as principal and not as Karndean’s agent; and
8.4.2 title to the Products shall pass from Karndean to the Buyer immediately before the time at which resale by the Buyer occurs.
8.5 At any time before title to the Products passes to the Buyer, Karndean may:
8.5.1 by notice in writing to the Buyer, terminate the Buyer's right under clause 8.4 to resell the Products or use them in the ordinary course of its business; and
8.5.2 require the Buyer to deliver up all Products in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored, to recover them in accordance with clause 8.7 below.
8.6 The Buyer’s right to possession of the Products will terminate immediately if any of the circumstances set out in clause 12.1, clause 12.2 and/or clause 12.3 occur.
8.7 The Buyer grants Karndean, its agents and employees an irrevocable licence at any time until title to the Products passes to the Buyer to enter any premises where the Products are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them and the Buyer shall procure access for Karndean, its agents and employees to any third party premises where Products are or may be stored.
8.8 Where Karndean is unable to determine whether any or which products are the Products in respect of which the Buyer’s right to possession has terminated, Karndean’s decision in the matter (acting reasonably) will be final and binding on the parties.
9. QUALITY
9.1 Karndean will, at its option repair, replace without charge or refund the price paid for any such Products which the Buyer proves to Karndean’s reasonable satisfaction are either damaged, defective or non-compliant with the specification of the Products as set out in the Order Confirmation, due to defects in material, workmanship or design (unless such design was made, furnished or specified by the Buyer). This obligation will not apply where:
9.1.1 the Buyer has failed to notify Karndean of any defect or suspected defect within 2 working days of the Actual Delivery Date where the defect should be apparent on proper inspection of the pallets and/or Products, or within 14 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 6 months from the Actual Delivery Date;
9.1.2 the Products were not installed, applied and/or maintained strictly in accordance with Karndean’s recommendations and instructions;
9.1.3 the Products have been altered in any way whatsoever, or have been subject to misuse or unauthorised repair;
9.1.4 any maintenance requirements relating to the Products have not been complied with;
9.1.5 any instructions as to use and storage of the Products have not been complied with; and/or
9.1.6 any defects arising as a result of fair wear and tear, the Buyer’s wilful damage, negligence or abnormal storage or working conditions.
9.2 Karndean will refund to the Buyer the cost of carriage on the return of any such defective or damaged Products and will deliver any repaired or replacement Products to the Buyer at Karndean’s own expense.
9.3 Karndean will, at its sole option:
9.3.1 refund the price of any missing Products; or
9.3.2 replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Karndean within 48 hours of the Actual Delivery Date, or if a total non-delivery occurs by the Delivery Date and this fact is notified to Karndean within 48 hours of receipt of the invoice, provided always that the Buyer proves to Karndean’s reasonable satisfaction that such Products are missing/have not been delivered.
9.4 Any Products which have been replaced will belong to Karndean. Any repaired or replacement Products will be liable to repair or replacement under the terms specified in clause 9.1 for the unexpired portion of the 6-month period from the original date of delivery of the replaced Products.
10. LIMITATIONS OF LIABILITY
10.1 Karndean will have no liability for:
10.1.1 any defect in the Products caused or contributed to the Buyer or by any third party (including compliance with any specification supplied by the Buyer or its representative) or as a result of the Products being used for display purposes or being handled by the Buyer’s customers;
10.1.2 defects in the Products caused by or contributed to by the fitting or laying of the Products including without limitation any failure to follow the installation guide which is either contained in or referred to on each package containing the Product;
10.1.3 any faults or defects caused by wilful damage, abnormal working conditions, failure to follow Karndean’s instructions, misuse, alteration or repair of the Products without Karndean’s approval, failure to use the recommended adhesive, design or feature strips, cleaning or maintenance system, improper maintenance or negligence on the part of the Buyer or any third party; and/or
10.1.4 any defects in the Products arising out of any of the circumstances set out in clauses 9.1.1 to 9.1.6.
10.2 Karndean will have no liability to the Buyer if Karndean has not been paid (in cash or cleared funds) in full on or by the Due Date.
10.3 In the event of any breach of Karndean’s express obligations under clauses 7.2.1, 9.1, 9.2 and 9.3 above the remedies of the Buyer will be limited to damages.
10.4 Notwithstanding any other provision of these Terms and Conditions, nothing in this Contract limits any liability for:
10.4.1 breach of the terms implied under section 12 Sale of Goods Act 1979;
10.4.2 personal injury or death resulting from negligence;
10.4.3 defective products under section 2(3) Consumer Protection Act 1987;
10.4.4 any liability that cannot legally be limited;
10.4.5 fraud or fraudulent misrepresentation; and
10.4.6 the Buyer’s payment obligations under this Contract.
10.5 Subject to clause 10.4, Karndean will be under no liability to the Buyer (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:
(a) economic loss;
(b) loss of profits (including loss of anticipated savings);
(c) loss of sales or business;
(d) loss of agreements or contracts;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill or reputation;
(g) indirect or consequential loss,
howsoever caused arising out of or in connection with:
10.5.1 any of the Products, or the manufacture or sale or supply, or failure or delay in supply, of the Products by Karndean or on the part of Karndean’s employees, agents or sub-contractors;
10.5.2 any breach by Karndean of any of the express or implied terms of the Contract;
10.5.3 any use made or resale by the Buyer of any of the Products, or of any product incorporating any of the Products;
10.5.4 any statement made or not made, or advice given or not given, by or on behalf of Karndean; and/or
10.5.5 the Contract.
10.6 Except as set out in clauses 7.2 and 9.1 to 9.4, Karndean hereby excludes to the fullest extent permissible in law, all conditions, warranties, assurances and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise in relation to or in connection with the Products.
10.7 Subject to clause 10.4 and 10.5, Karndean’s total liability to the Buyer arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed 100% of the Price paid for Products pursuant to the relevant Order by the Buyer and received (in cleared funds or cash) by Karndean.
10.8 Each of Karndean’s employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability of Karndean under this Contract in that person’s own name and for that person’s own benefit, as if the words “its employees, agents and sub-contractors” followed the word Company wherever it appears in those clauses.
10.9 The Buyer acknowledges that the above provisions of this clause 10 are reasonable and reflected in the price which would be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly.
Indemnity
10.10 The Buyer agrees to indemnify, keep indemnified and hold harmless Karndean from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which Karndean incurs or suffers as a consequence of a direct or indirect breach or negligent performance, any acts and/or omissions and/or failure in performance by the Buyer, its fitters, agents, employees, contractors, sub-contractors and customers for the Products, of the terms of the Contract.
11. FORCE MAJEURE
11.1 Neither party will be in breach of its obligations under the Contract to the extent that it is precluded from performing its obligations by reason of Force Majeure save that this clause 11 shall not apply to any obligation on the Buyer to pay for the Products and/or any other sums due to Karndean (or an Associated Company).
11.2 A party whose performance of its obligations under the Contract is affected by Force Majeure will give written notice to the other, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable after becoming aware of the Force Majeure and will at all times use all reasonable endeavours to bring the Force Majeure event to an end and, whilst the Force Majeure is continuing, mitigate its severity, but without being obliged to incur any expenditure.
11.3 Subject to the provisions of clause 11.2, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event.
11.4 If the Force Majeure in question continues for more than three months, either party may give written notice to the other to terminate the Contract. The notice to terminate must specify the termination date, which must not be less than 15 days after the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date.
12. TERMINATION AND SUSPENSION
12.1 Karndean may by notice in writing served on the Buyer terminate the Contract with immediate effect if the Buyer:
12.1.1 subject to any notices provided pursuant to clause 5.7, fails to make payment by the Due Date;
12.1.2 is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Buyer fails to remedy such breach within 14 days service of a written notice from Karndean, specifying the breach and requiring it to be remedied;
12.1.3 breaches one or more terms of the Contract more than twice in any period of twelve months;
12.1.4 pledges or charges any Products which are Karndean’s property;
12.1.5 does or causes anything to be done, or is associated with anything which may, in Karndean’s reasonable opinion, damage or bring into disrepute, the reputation of Karndean or any Associated Company or products of Karndean or any Associated Company;
12.1.6 breaches a term or terms of the Promotional Materials Licence;
12.1.7 becomes bankrupt or has a bankruptcy petition presented against him, becomes insolvent, takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its/his creditors (other than in relation to a solvent restructuring), obtaining a moratorium, having a receiver appointed to any of its assets or ceasing to carry on business;
12.1.8 if applicable, in the case of an individual dies or, by reason of illness or capacity (mental or physical) is incapable of managing its own affairs or becomes a patient under any mental health legislation;
12.1.9 has any distraint, execution or other process levied or enforced on any of its property;
12.1.10 appears, due to its credit rating, to be financially inadequate to meet the Buyer’s obligations under the Contract; and/or
12.1.11 ceases to trade or appears in the reasonable opinion of Karndean likely or is threatening to cease to trade or its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2 Karndean may by notice in writing served on the Buyer terminate the Contract with immediate effect if:
12.2.1 the equivalent of any of the circumstances set out in clause 12.1 occurs to the Buyer under the jurisdiction to which the Buyer is subject; or
12.2.2 Karndean reasonably anticipates that one of the circumstances set out in clause 12.1 is about to occur.
12.3 Notwithstanding any other rights that Karndean may have under the Contract, Karndean may terminate the Contract and close any account which the Buyer may have with Karndean at any time and for convenience by giving the Buyer 30-day written notice.
12.4 On termination of the Contract for any reason the Buyer shall immediately pay to Karndean all of Karndean’s unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Karndean shall submit an invoice, which the Buyer shall pay immediately on receipt.
12.5 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Buyer or Karndean accrued prior to termination. The provisions of these Terms and Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
12.6 Karndean will be entitled to suspend any deliveries otherwise due to occur following service of a notice pursuant to clauses 12.1, 12.2 or 12.3 and, if the breach is remediable, until either the breach is remedied or the Contract terminates, whichever occurs first.
12.7 Karndean will be entitled, upon the occurrence of any event described in clause 12.1.7, to suspend supply and deliveries of the Products under the Contract and under any other contract between the Buyer and Karndean and the Buyer and any Associated Company. Such suspension may continue until Karndean is satisfied, acting reasonably, that the event has been remedied or that adequate security for payment has been provided.
13. CONSEQUENCES OF TERMINATION
13.1 If any of the events in clauses 12.1, 12.2 or 12.3 occurs, Karndean may (at its sole election), by providing reasonable notice to the Buyer:
13.1.1 enter the Buyer’s premises (or, in the case that the Products are stored at the premises of a third party, the Buyer shall procure that Karndean shall have the right to enter the premises of such third party) where Products owned by Karndean may be and repossess and dispose of or sell any Products found which are owned by Karndean so as to discharge any sums due to Karndean under the Contract or any agreement Karndean has with the Buyer;
13.1.2 require the Buyer not to re-sell or part with the possession of any Products owned by Karndean until the Buyer has paid in full all sums due to Karndean under the Contract and under any other agreements;
13.1.3 withhold delivery of any undelivered Products and stop Products in transit;
13.1.4 cancel any other agreement with the Buyer; and
13.1.5 all monies due to Karndean will become immediately payable whether under the Contract or any other agreement between the Buyer and Karndean.
13.2 If the Contract is terminated for any reason:
13.2.1 the Buyer will be entitled to keep any Products which have been supplied by Karndean and are owned by the Buyer unless Karndean elects (in its sole discretion) to buy back un-used Products at the Price that the Buyer originally paid; and
13.2.2 the Promotional Materials Licence shall automatically terminate.
14. INTELLECTUAL PROPERTY
14.1 The Karndean Intellectual Property shall at all times remain the property of Karndean and the Associated Companies and subject to clause 14.2 or otherwise by the express prior written agreement of Karndean, the Buyer will obtain no licence, rights, title or interest in or in relation to the Karndean Intellectual Property.
14.2 Use by the Buyer of Karndean’s Intellectual Property shall be strictly in accordance with the terms of the Promotional Materials Licence provided by Karndean to the Buyer. If the Buyer has not been provided with a copy of the Promotional Materials Licence, it is not entitled to use any Karndean Intellectual Property and shall immediately notify Karndean and request a copy. Karndean is entitled (in its sole discretion) to determine whether or not the Buyer is entitled to use any Karndean Intellectual Property.
14.3 The Buyer shall not use any other marks, logos, materials, names or branding that is the same or similar to any of Karndean’s Intellectual Property rights.
14.4 The Buyer will not, without Karndean’s written consent, make any modification to the Products or their packaging, including allowing any Karndean Trademarks or other words or marks applied to the Products to be obliterated, obscured or omitted nor add any additional marks or words.
15. CONFIDENTIALITY
15.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by clause 15.2.
15.2 Each party may disclose the other party's Confidential Information:
15.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15.4 Clauses 15.1 to 15.3 shall survive termination of the Contract.
16. CUSTOMER PERSONAL INFORMATION
16.1 The Buyer shall, promptly following the sale of any Products to its customers pursuant to these Terms and Conditions, provide in writing to Karndean the customer’s contact details including the customer’s name, postal address, email address and telephone number and details of the Product bought by the customer (including the name of the Product and quantity purchased and any other order details) (“Customer Information”).
16.2 The Buyer shall be responsible for ensuring that it has obtained any consents necessary by law and DPL from its customers or has a valid legal basis under DPL to provide Karndean with Customer Information for the purposes of contacting the Buyer’s customers to provide any guarantees and after sales services relating to the Products purchased from the Buyer. The Buyer shall ensure that the Customer Information is complete and accurate and shall provide records of any consents obtained upon reasonable request.
16.3 The Buyer acknowledges that Karndean is reliant on the Buyer to ensure that it has obtained consents or has a valid legal basis to provide Karndean with any Personal Data (as that term is defined in the DPL) comprised in the Customer Information pursuant to clause 16.2 and as such, Karndean will not be responsible for, and the Buyer shall indemnify Karndean and keep Karndean indemnified against any breach of the DPL and any claim brought by a Data Subject (as that term is defined in the DPL) arising out of or resulting from the Buyer’s failure to comply with clause 16.2.
16.4 The parties acknowledge that upon receipt of Customer Information by the Buyer to Karndean, Karndean will become a Data Controller (as that term is defined in the DPL) in respect of any Personal Data comprised in Customer Information and any Processing (as that term is defined in the DPL) and will comply with DPL in respect of such Personal Data.
16.5 Each party shall:
16.5.1 notify the other party if it receives a complaint from a Data Subject (as that term is defined in the DPL) or any notice or correspondence from a Regulator (as that term is defined in the DPL) relating to its processing of Personal Data under these Terms and Conditions; and
16.5.2 provide reasonable assistance to the other party in respect of any such complaint from a Data Subject or any such notice or correspondence from a Regulator.
16.6 If the Buyer provides Karndean with any personal information or Karndean collects personal information from the Buyer, such personal information will be processed by Karndean in accordance with Karndean’s privacy policy available at Privacy policy (karndean.com) https://www.karndean.com/en-gb/floors/terms-and-conditions/privacy-policy/
17. GENERAL
17.1 Time for performance of all obligations of Karndean under the Contract is not of the essence and may not be made of the essence by notice.
17.2 Each right or remedy of Karndean under any Contract is without prejudice to any other right or remedy of Karndean under this or any other Contract.
17.3 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
17.4 No failure or delay by Karndean to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
17.5 Karndean may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Contract.
17.6 The Contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without Karndean’s prior written consent.
17.7 Save as set out in clause 10.8 and pursuant to clause 17.5, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17.8 The Contract contains all the terms which Karndean and the Buyer have agreed in relation to the Products and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Products. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Karndean which is not set out in this Contract.
17.9 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.10 If any dispute arises in connection with this Contract, the parties agree to refer the dispute to a specialist nominated on the application of both parties by the President for the time being of The Contract Flooring Association. The referral of the dispute to a specialist pursuant to this clause 17.10 will not prevent the parties commencing or continuing court proceedings in accordance with clause 19.2.
18. COMMUNICATION
18.1 Any notice, demand or communication in connection with the Contract will be in writing and shall be:
18.1.1 delivered by hand or by pre-paid first-class post or next working day delivery service, addressed to the recipient at its registered office (or such other address which the recipient has notified in writing to the sender in accordance with this clause 18, to be received by the sender not less than seven Business Days before the notice is despatched). Any such notice will be marked for the attention of the Company Secretary where the party to be served is a company or the most senior officer in any other case; or
18.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a) Karndean: compliance@karndean.co.uk. contractualnotices@karndean.co.uk
(b) Buyer: the email address as detailed on any Order Confirmation.
18.2 The notice, demand or communication will be deemed to have been duly served:
18.2.1 if delivered by hand, at the time of delivery;
18.2.2 if delivered by pre-paid first class post or next working day delivery service, 48 hours after being posted or in the case of airmail 14 days after being posted (excluding days other than Business Days);
18.2.3 if sent by email, at the time of transmission, provided that a confirming copy has been sent by first class post to the other party within 24 hours of transmission provided that, where in the case of delivery by hand or transmission by email, such delivery or transmission occurs either after 4.00 pm on a Business Day, or on a day other than a Business Day, service will be deemed to occur at 9.00 am on the next following Business Day (such times being local time at the address of the recipient).
18.3 Service by email is a valid means of service only where service of the original notice, demand or communication is not required.
18.4 For the avoidance of doubt, where proceedings have been issued in the Courts of England and Wales, the provisions of the Civil Procedure Rules must be complied with in respect of the service of documents in connection with those proceedings.
19.GOVERNING LAW AND JURISDICTION
19.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
19.2 Subject to clause 17.10, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claim (including non-contractual disputes or claims) arising out of or in connection with the subject matter or formation of the Contract.
(Updated August 2026)