Terms & Conditions
1 Interpretation
1.1 In these conditions:
Conditions means the standard terms and conditions of sale set out in this document.
Contract means the contract for the purchase and sale of the Goods between Kesseler UK and the Customer incorporating these Conditions and created in accordance with condition 3.2.
Customer means the person, firm or company entering into the Contract to purchase the Goods from Kesseler UK.
Delivery Point: the place where delivery of the Goods is to take place under condition 6.
Goods means any goods agreed in the Contract to be supplied to the Customer by Kesseler UK (including any part or parts of them).
Kesseler UK means Kesseler UK Limited of Ecclesbourne Park, Clover Nook Road, Alfreton, Derbyshire, DE55 4RF.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any sub-ordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Where the word including is used in these Conditions, it shall be understood as meaning “including without limitation”.
1.5 Condition headings do not affect the interpretation of these Conditions.
2 Basis of the sale
2.1 Subject to any variation under condition 2.2, the Contract shall be on the Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any order, confirmation of order or other document).
2.2 These conditions apply to all sales by Kesseler UK and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Kesseler UK which is not set out in the Contract. Nothing in this condition shall exclude or limit the liability of Kesseler UK for fraud.
2.3 Any advice or recommendation given by Kesseler UK or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Kesseler UK is followed or acted upon entirely at the Customers own risk, and accordingly Kesseler UK shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acknowledgement of order, invoice or other document or information issued by Kesseler UK shall be subject to correction without any liability on the part of Kesseler UK.
3 Orders
3.1 Each order for Goods by the Customer from Kesseler UK shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions. The Customer shall be responsible for ensuring the accuracy of the terms of any order submitted by the Customer and for giving Kesseler UK any necessary information relating to the Goods as may be required by Kesseler UK.
3.2 No order placed by the Customer shall be deemed to have been accepted by Kesseler UK until a written acknowledgement of order is issued by Kesseler UK or (if earlier) Kesseler UK delivers the Goods to the Customer, at which point a Contract will be formed (Contract).
3.3 Upon receipt of a written acknowledgement of order issued by Kesseler UK, the Customer shall have 48 hours to notify Kesseler UK of any mistakes or inaccuracies in the written acknowledgement of order. After this time, the acknowledgement of order shall be deemed to be complete and accurate and the Customer may not vary or cancel the order unless otherwise agreed to in writing by Kesseler UK on terms that the Customer indemnifies Kesseler UK in full against all costs (including the cost of labour and materials used), damages, charges and expenses incurred by Kesseler UK as a result of the variation or cancellation.
3.4 The quantity, quality and description of the Goods shall be as set out in Kesseler UK’s quotation or written acknowledgement of order.
3.5 Kesseler UK reserves the right to make any changes in the specification of the Goods which are required to ensure the Goods conform to any applicable safety or other statutory or EC requirements, or which do not materially affect the quality or performance of the Goods.
4 Price of the Goods
4.1 The price of the Goods shall be the price specified in the Contract, or where no price has been specified, the price listed in Kesseler UK’s published price list current at the date of acceptance of the order.
4.2 Any quotation shall be valid for a period of thirty days from its date provided that Kesseler UK has not previously withdrawn it. Kesseler UK reserves the right to withdraw quotations at any time without notice to the Customer.
4.3 Unless otherwise agreed in writing, the price for the Goods shall be exclusive of any value added tax, which the Customer shall pay in addition when it is due to pay for the Goods.
5 Terms of payment
5.1 The Customer shall pay for the Goods at the time specified in the Contract or, if not so specified (at the option of Kesseler UK):
5.1.1 in full at the time of delivery of the Goods; or
5.1.2 in full upon receipt of an invoice issued by Kesseler UK on or at any time after delivery of the Goods.
5.2 Subject to condition 5.7, where payment is to be made by the Customer upon receipt of an invoice pursuant to condition 5.1.2, unless otherwise agreed, the Customer shall pay all invoices in sterling in full within 30 days of the date of invoice. Time for payment shall be of the essence of the Contract.
5.3 No payment shall be deemed to have been received until Kesseler UK has received cleared funds.
5.4 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.5 If the Customer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to Kesseler UK, Kesseler UK shall be entitled to:
5.5.1 suspend all or any further deliveries to the Customer made under that or any other contract with the Customer and in such event the Customer shall not be released from its obligations to Kesseler UK under that or any other contract;
5.5.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and Kesseler UK) as Kesseler UK may think fit (notwithstanding any purported appropriation by the Customer); and
5.5.3 charge the Customer interest on the amount unpaid, at the annual rate of 4 per cent per annum above the base lending rate from time to time of Barclays Bank Plc accruing daily until payment in full is made whether before or after any judgement.
5.6 Kesseler UK may without notice set off any sums from time to time owed to the Customer in or towards the satisfaction of all and any liabilities of the Customer to Kesseler UK whether or not under this Contract.
5.7 All payments payable to Kesseler UK under the Contract shall become due immediately on its termination despite any other provision.
6 Delivery
6.1 Unless otherwise agreed in writing, the Goods shall be delivered to the delivery address specified in the Contract (Delivery Point).
6.2 Subject to condition 6.3, Kesseler UK will use its reasonable endeavours to deliver the Goods by any delivery date specified by Kesseler UK in the Contract. The Goods may be delivered by Kesseler UK in advance of any specified delivery date upon giving reasonable notice to the Customer.
6.3 Any dates specified by Kesseler UK in the Contract for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
6.4 If for any reason the Customer fails to accept delivery of any of the Goods at the time of delivery specified in the Contract, or Kesseler UK is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
6.4.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by Kesseler UK’s negligence);
6.4.2 the Goods shall be deemed to have been delivered; and
6.4.3 Kesseler UK may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6.5 If the Customer fails to accept delivery of the Goods, or Kesseler UK is unable to deliver the Goods because the Customer has not provided appropriate instructions, documents, licences or authorisations, for a period of seven days from the Goods being ready for delivery, Kesseler UK shall be permitted to sell the Goods at the best price readily obtainable and, after deducting all reasonable storage and selling expenses, account to the Customer for the excess over the price under the Contract, or charge the Customer for any shortfall below the price under the Contract.
6.6 If the value of the Goods under an order is in excess of ?500 (exclusive of VAT) and the Delivery Point is within Kesseler UK’s free delivery regions (as at the date of the Contract) no delivery charges will be payable by the Customer. If:
6.6.1 the value of the Goods under an order is less than ?500 (exclusive of VAT);
6.6.2 the Delivery Point is outside Kesseler UK’s free delivery regions;
6.6.3 the Goods are to be delivered direct to site; or
6.6.4 the Goods are to be delivered outside Kesseler UK’s normal delivery schedule delivery charges will be payable by the Customer at the rate specified in the Contract, or, if not specified, at Kesseler UK’s standard rate.
6.7 The Customer shall provide at its expense adequate and appropriate equipment and manual labour for unloading the Goods at the Delivery Point.
6.8 Kesseler UK may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
6.9 Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment.
7 Acceptance and defective products, shortages and non delivery
7.1 The Customer may reject any Goods delivered to it that are defective in terms of material and workmanship at the time of delivery, provided that notice of rejection is given to Kesseler UK:
7.1.1 in the case of a defect that is apparent on normal visual inspection, within 5 days of the date of delivery; and
7.1.2 in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
7.2 If the Customer fails to give notice of rejection in accordance with condition 7.1, it shall be deemed to have accepted such Goods.
7.3 If the Customer rejects Goods under condition 7.1 then the Customer shall be entitled to:
7.3.1 require Kesseler UK to repair or replace the rejected Goods; or
7.3.2 require Kesseler UK to repay the price of the rejected Goods in full and once Kesseler UK has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Goods.
7.4 The quantity of any consignment of Goods as recorded by Kesseler UK on despatch from Kesseler UK’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
7.5 Kesseler UK shall not be liable for any Goods damaged in transit (even if caused by Kesseler UK’s negligence) unless the Customer gives written notice to Kesseler UK of such damage within 5 days of the date of delivery.
7.6 Kesseler UK shall not be liable for any shortage in the Goods (even if caused by Kesseler UK’s negligence) unless the Customer gives written notice to Kesseler UK of the shortage within 5 days of the date of delivery.
7.7 Kesseler UK shall not be liable for any non-delivery of Goods (even if caused by Kesseler UK’s negligence) unless the Customer gives written notice to Kesseler UK of the non-delivery within 5 days of any delivery date specified by Kesseler UK.
7.8 Any liability of Kesseler UK for any Goods damaged in transit, or for the non delivery of any Goods (including shortage of Goods) shall be limited to (at the option of Kesseler UK) replacing those Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.
8 Risk and Property
8.1 The Goods are at the risk of the Customer from the time of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Kesseler UK has received in cash or cleared funds payment in full of the price of the Goods and all other goods sold or agreed to be sold by Kesseler UK to the Customer under any other contract.
8.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Kesseler UK’s agent or bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Kesseler UK’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall have a fiduciary duty to Kesseler UK to account for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been re-sold), Kesseler UK shall be entitled at any time to require the Customer to deliver up the Goods to Kesseler UK and, if the Customer fails to do to so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods and for that purpose the Customer hereby authorises and licences Kesseler UK, its officers, employees and agents to enter upon any land or building upon which the Goods are situated to recover those Goods.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Kesseler UK.
8.6 Kesseler UK shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Kesseler UK.
8.7 Where Kesseler UK is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Kesseler UK to the Customer in the order in which they were invoiced to the Customer.
8.8 The Customer shall indemnify Kesseler UK in respect of all costs and expenses incurred by Kesseler UK as a result of Kesseler UK enforcing any right granted to Kesseler UK pursuant to this condition 8 and any costs and expenses arising out of any judgement in favour of Kesseler UK in respect of any invoice which remains unpaid by the Customer.
8.9 On termination of the Contract, howsoever caused, Kesseler UK’s (but not the Customer’s) rights contained in this condition 8 shall remain in effect.
9 Quality
9.1 Subject to the conditions set out below, Kesseler UK warrants that the Goods will be free from defects in material and workmanship for a period of 10 years from the date of delivery.
9.2 Kesseler UK shall not be liable for a breach of the warranty in condition 9.1 unless:
9.2.1 the Customer gives written notice of the defect to Kesseler UK; and
9.2.2 Kesseler UK is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by Kesseler UK) returns such Goods to Kesseler UK’s place of business at Kesseler UK’s cost for the examination to take place there.
9.3 Kesseler UK shall not be liable for a breach of the warranty in condition 9.1 if:
9.3.1 the Customer makes any further use of such Goods after giving such notice; or
9.3.2 the defect has arisen as a result of:
(i) any drawing, design or specification supplied by the Customer;
(ii) fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(iii) the Customer’s failure to follow Kesseler UK’s instructions (whether oral or in writing) as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(iv) the Customer’s misuse, alteration or repair of the Goods without Kesseler UK’s approval.
9.4 If the total price for the Goods has not been paid by the due date for payment, Kesseler UK shall be under no liability under the warranty in condition 9.1, or any other warranty, condition or guarantee until the total price for the Goods has been paid.
9.5 Kesseler UK gives no guarantee in respect of any parts, materials or equipment which are not manufactured by Kesseler UK. Where Kesseler UK supplies any such parts, materials or equipment, Kesseler UK shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to Kesseler UK in respect of those parts, materials or equipment.
9.6 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.7 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) order 1976) the statutory rights of the Customer are not affected by these Conditions.
9.8 Subject to condition 9.2 and condition 9.3, if any of the Goods do not conform with the warranty in condition 9.1 Kesseler UK shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Kesseler UK so requests, the Customer shall, at Kesseler UK’s expense, return the Goods or the part of such Goods to Kesseler UK.
9.9 If Kesseler UK complies with condition 9.8 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such goods. Kesseler UK shall not be liable for any direct, indirect or consequential losses caused directly or indirectly by any breach of the warranty in condition 9.1 and, in particular, shall have no liability for any additional fitting costs incurred by the Customer in connection with any repaired or replacement Goods supplied pursuant to condition 9.8.
9.10 Any Goods which are repaired or replaced shall be guaranteed on these terms for the unexpired portion of the original 10 year period.
10 Intellectual Property
10.1 Nothing contained in the Contract shall be construed as granting to the Customer any licence or right to use the trade marks, service marks and logos owned, licensed to, or used by Kesseler UK (together the “Trade Marks”) without the express permission of Kesseler UK.
10.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Customer, the Customer shall indemnify Kesseler UK against all loss, damages, costs and expenses awarded against or incurred by Kesseler UK in connection with or paid or agreed to be paid by Kesseler UK in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any third party which results from Kesseler UK’s use of the Customer’s specification.
11 Liability
11.1 Subject to condition 6 and condition 7, the following provisions set out the entire financial liability of Kesseler UK (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
11.1.1 any breach of these conditions;
11.1.2 any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
11.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 Nothing in these conditions excludes or limits the liability of Kesseler UK:
11.2.1 for death or personal injury caused by the negligence of Kesseler UK or its employees;
11.2.2 for fraud or fraudulent misrepresentation; or
11.2.3 for any matter which it would be illegal for Kesseler UK to exclude or attempt to exclude its liability.
11.3 Subject to condition 11.2:
11.3.1 Kesseler UK’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the aggregate price paid by the Customer for the Goods the subject of the Contract; and
11.3.2 Kesseler UK shall not be liable to the Customer for loss of profit, loss of business, or loss of or depletion of goodwill or reputation in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.4 If Kesseler UK’s performance of any of its obligations under the Contract are prevented or delayed by any act or omission of the Customer, its employees, agents or subcontractors, Kesseler UK shall be relieved of its obligations under the Contract and shall not be liable for any costs, charges or losses sustained or incurred by the Customer directly or indirectly from such prevention or delay.
12 Force Majeure
12.1 Kesseler UK shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Kesseler UK’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Kesseler UK’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Kesseler UK’s reasonable control:
12.1.1 Act of God, explosion, flood, tempest, fire or accident;
12.1.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
12.1.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
12.1.4 Import or export regulations or embargoes;
12.1.5 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Kesseler UK or of a third party);
12.1.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
12.1.7 Power failure or breakdown in machinery.
13 Export terms
13.1 In these Conditions Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
13.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this condition 13 shall (subject to any special terms agreed in writing between the Customer and Kesseler UK) apply notwithstanding any other provisions of these Conditions.
13.3 Unless otherwise agreed in writing by Kesseler UK, delivery of any Goods being supplied for export from the United Kingdom shall take place at Kesseler UK’s premises on an EXW Ex Works basis.
13.4 If required by the Customer, the Customer shall be responsible for arranging for testing, and inspection of the Goods at Kesseler UK’s premises before delivery. Kesseler UK shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after delivery, or in respect of any damage during transit.
13.5 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
13.6 It is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import, export, or resale of the Goods. It is the Customer’s obligation to ensure that no Goods are exported or imported in violation of the laws of any jurisdiction into or through which the Goods are transported.
14 Termination
14.1 Without prejudice to any other rights or remedies which Kesseler UK may have, Kesseler UK may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if:
14.1.1 the Customer fails to pay any amount due to Kesseler UK under
(a) the Contract; or
(b) any other contract or account between Kesseler UK and the Customer on the due date for payment and remains in default 7 days after being notified to make such payment;
14.1.2 the Customer commits a material breach (other than a failure to make a payment when due) of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 21 days of the Customer being notified in writing of the breach;
14.1.3 a petition for a bankruptcy order to be made against the Customer has been presented to the court (or if the Customer is in partnership a petition for bankruptcy is made against any partner);
14.1.4 the Customer (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt or is unable to pay its debts (within the meaning of section 124 of the Insolvency Act 1986);
14.1.5 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 14.1.3 and condition 14.1.4;
14.1.6 the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
14.1.7 there is a change of control of the Customer.
14.2 Termination of the Contract shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
15 General
15.1 Kesseler UK may assign the Contract or any part of it to any person, firm or company. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Kesseler UK.
15.2 Each right or remedy of Kesseler UK under the Contract is without prejudice to any other right or remedy of Kesseler UK whether under the Contract or not.
15.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity, of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby unless such provision goes to the root of the Contract.
15.4 No waiver by Kesseler UK of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.5 Failure or delay by Kesseler UK in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.7 The Contract shall be governed by the laws of England and the Customer agrees to submit to the exclusive jurisdiction of the English courts.
16 Communications
16.1 All communications between the parties about the Contract shall be in writing and in the English language and delivered by hand or sent by pre-paid first class post or by airmail requiring signature on delivery or sent by fax or email:
16.1.1 (in case of communications to Kesseler UK) to its registered office or such address, fax number or email address as shall be notified to the Customer by Kesseler UK; or
16.1.2 (in the case of communications to the Customer) to the registered office or such address, fax number or email address of the Customer set out in any document which forms part of the Contract or such other address, fax number or email address as shall be notified to Kesseler UK by the Customer.
16.2 Communications shall be deemed to have been received:
16.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
16.2.2 if sent by airmail, 9.00 am on the fifth day (excluding Saturdays, Sundays and bank holidays) after posting (exclusive of the day of posting);
16.2.3 if delivered by hand, on the day of delivery; or
16.2.4 if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day unless a failure notice is received.