Goods –Any articles and services sold to you including replacements for defective goods, hardware documentation, catalogues, technical literature and software products licensed for use by you.
Contract – The agreement between us for the sale of goods to you, whether made verbally, in writing or via the website.
We, us, the supplier, the company – Keyways UK Ltd
No variations to these conditions of sale are permitted unless authorised in writing by one of our Directors. These terms and conditions supersede, and apply in preference to, any other terms and conditions, including any terms and conditions of purchase belonging to the recipient of any goods in a contract.
The company and its directors and employees accept no liability for any verbal advice or recommendation given to you by us, our employees or agents, concerning the storage, application or use of goods.
Extent of Contracts
No contracts shall be deemed binding by either party.
We reserve the right to cancel the contract if such cancellation is deemed to be in the best interest of either party.
Our waiver of any breach of these terms and conditions does not in any way prejudice or affect the subsequent enforcement of the terms, and cannot be deemed a waiver of any subsequent breach.
Prices are net trade prices unless otherwise stated.
Prices charged for goods supplied in the contract are in £sterling and shall be those prices ruling at the time of despatch. These prices supersede and apply in preference to any other published prices and should be confirmed at the time of ordering.
Verbal price quotations by our employee, agent or representative, will not be accepted or applied to goods ordered unless approved by a director and confirmed in writing.
We reserve the right to change the price of goods, without prior notification, when circumstances demand, including but not limited to exchange rate movements.
Prices for goods placed on a scheduled delivery shall remain fixed for a minimum of 60 days from the date of receipt of the order by us.
Prices charged for goods are exclusive of value added tax which will be applied to the invoice according to the prevailing legislation.
For account customers, there is a minimum invoice charge of £10.00 excluding carriage packing and VAT
For credit card orders, there is a minimum invoice charge of £10.00 excluding carriage packing and VAT
All goods have been processed in strict accordance with standard quality procedures, approved to BS EN ISO 9001:2000. This approval does not constitute any guarantee or acceptance of liability for the performance of the goods.
Country of Origin
Goods may originate from non EC sources. Unless otherwise confirmed by us in writing, nothing published by us as literature, or on the website, is to be taken as representative of the source of origin or manufacture or production of the goods or any part thereof.
Orders are despatched by nominated carrier using standard next day delivery service to UK mainland addresses. Small orders are despatched by first class post. There is no delivery charge to UK mainland addresses (excluding Scottish Highlands) for orders with a minimum value of £60.00 before VAT. The standard delivery charge for lesser value orders is subject to the terms prevailing at the time of despatch.
Timed and Saturday am deliveries are available at extra cost subject to the terms prevailing at the time of despatch.
There is no delivery charge for standard parcel deliveries to Scottish Highlands, offshore islands and Ireland with a minimum value of £150.00 before VAT
Palletised deliveries to any location are charged subject to the terms prevailing at the time of despatch
Standard and next day delivery services are subject to variable operating conditions such as, but not limited to, adverse weather. Therefore we accept no liability whatsoever for any loss, damage or inconvenience, whether direct or consequential, suffered as a result of delivery service failures.
General Descriptive Matter
All performance figures, tolerances, characteristics, specifications, drawings, weights, dimensions, capacities and technical details published by us in our literature or on our website are subject to normal commercial tolerances and are intended for guidance only. Whilst every effort is made to ensure their accuracy, no guarantee is given and they will not form part of any contract.
It is your responsibility to ensure goods are fit for purpose and no liability is accepted for any loss, damage or injury arising directly or indirectly from any errors or omissions in published material.
All goods are subject to an unconditional twelve month (unless otherwise stated) guarantee against faulty materials, workmanship or design. Our liability is limited to free of charge repair or replacement and excludes any loss, damage, injury or any costs, whether direct or consequential, sustained as a result of any defect.
Goods which have been subjected to misuse will not be encompassed by any guarantee.
Consumable items, such as but not limited to, cutting and clamping tools, are not guaranteed.
Payment Terms & Conditions
Settlement of credit accounts is due by the 20th day of the month following the month of invoice. Non account orders must be paid for in full before the order is processed.
Payments can be made by cheque, credit transfer, BACS or credit card.
Failure to make payment of a credit account by the due date may, without prejudice to any other right or course of action available to us, result in any or all of the following:
1. Cancellation and/or suspension of further deliveries.
2. Interest will be charged under the Late Payment of Commercial Debts (Interest) Act 1998.
3. Instigation of recovery proceedings utilising a third party.
4. Where a recovery proceeding is enforced, total outstanding becomes immediately due and payable.
Liability and Risk
Liability of the company, its directors, employees and agents for the guarantee of goods supplied is strictly limited to repair and/or replacement of defective goods. No liability exists for any consequential loss, injury or inconvenience sustained by the recipient or any other person.
Liability of the Company, its directors, employees and agents for the loss or damage of goods supplied is strictly limited to repair and/or replacement of damaged or missing goods. No liability exists for any direct or consequential loss, injury or inconvenience sustained by the recipient or any other person.
Non receipt of an order must be reported to Head Office within 5 days of placing the order.
Damage, shortages, incorrect or defective goods must be reported to Head Office within 5 days of receipt of the goods.
We are not developers or writers of computer software. Therefore no liability exists for the presence of computer viruses in any software we supply as goods. It is your responsibility to ensure you have adequate virus protection and apply it to any software supplied.
Retention of Title
Title to goods supplied in any contract with Keyways UK Ltd shall remain with the supplier until they have been paid for in full. In the event of non-payment for the goods, the recipient is required to allow the supplier, its employees or agents, irrevocable license to enter the premises where the goods are stored in order to repossess the goods.
Title to any goods supplied at any time in any contract with Keyways UK Ltd shall remain with the supplier until all debts and obligations owed to us by the recipient have been settled in full. In the event of bankruptcy, insolvency, liquidation, legal judgment or non-payment of any debts or obligations owed to the supplier, the recipient is required to allow the supplier, its employees or agents, irrevocable license to enter the premises where the goods are stored in order to repossess the goods.
The goods must be stored and maintained in their original packaging in a re-saleable condition clearly identified as our property until title has passed to the recipient in full. The recipient is required to allow the supplier, its employees or agents, irrevocable license to enter the premises where the goods are stored in order to confirm compliance
Goods are defined as “special order” if they are not included in our normal stock range, or they are subject to modification that renders them unsuitable for re-stocking.
Special orders cannot be cancelled and are non-returnable unless the goods are defective.
Special orders may be subject to carriage charges, even if placed with a carriage free stock order, and regardless of value. These carriage charges may be dictated by the policy of the supplier, and may be exceptional to our normal carriage terms.
Special orders must be priced at the time of ordering. No price query will be accepted after then.
We accept no liability whatsoever for extended or delayed delivery times for special orders.
Return of Goods
Applications for the return of goods must be directed to Head Office. A returns note will be issued to you if considered appropriate. No goods will be accepted for return without the corresponding returns note number.
All returns must be direct to Head Office. Returns must not be given to a third party, our representative or agent, unless authorised to do so by Head Office. Credit notes will not be issued until the goods are receipted back in our warehouse.
Replacements for incorrect or defective goods are invoiced to the recipient on despatch. Credit is issued for the corresponding returns when they are receipted back in our warehouse. Return postage at cost will be credited with the goods. Larger items will be collected by our carrier and returned at our expense. You are responsible for providing adequate packaging to ensure their safe return
A handling charge will be applied to goods correctly supplied but not wanted, ordered incorrectly or duplicated by a “confirmation” order not clearly endorsed as such. The handling charge is at our discretion but will not be less than 20% of the original invoice value. You are responsible for all the costs incurred when returning goods in this category. The goods must be in their original packaging, otherwise an additional re-packing charge will apply. Adequate external packaging, to ensure their safe return, must be supplied by you.
Returns notes are valid for 14 days, after which no goods will be accepted for credit repair or replacement..
Goods to be returned as defective may be subject to inspection before the return is authorised. Return may be refused if in the opinion of us, our employee, agent, or independent third party expert, the goods are not defective or are fit for purpose or comply with current industry standards and conditions.
The website is a “Trade Only” website. Detailed information and prices can only be viewed by password login enabled following proof of trading. We reserve the right to refuse access to the website without notice and without any liability or recourse.
The information contained in our website undergoes continuous monitoring for accuracy. However, the Company its directors employees and agents accept no liability for any errors and omissions.
Any such errors and omissions will be corrected as quickly as possible after becoming aware or being notified.
We reserve the right to change, suspend or discontinue any aspect of the website and restrict access to all or part of the website without notice and without any liability or recourse.
All images contained in the website are intended as illustrative only, do not form part of any contract, and may differ from the actual goods supplied.
Unless otherwise confirmed by us in writing, nothing published by us on the website, is to be taken as representative of the appearance, brand, source of origin, manufacture or production of the goods or any part thereof and does not form part of any contract.
Copyrights and Patents
We have taken reasonable steps in the course of our business to ensure that the Goods do not infringe any patent, design, trademark, copyright or any other rights of third parties but no guarantee in this respect is given and the Company, its directors, employees and agents shall have no liability whatsoever in the event of any such infringement howsoever arising
Neither party shall be liable for any delay, defect or deficiency hereunder to the extent that such delay, defect or deficiency is caused by an event of force majeure which affects performance by hindering, delaying or making considerably more difficult the fulfilment of commitments of the party. “Force majeure” shall mean labour disputes or any circumstance beyond the control of the party such as acts of God, disruption of transport, obstruction by ice, accidents, breakdowns of machinery, or delay in delivery by any third party which is caused by force majeure.
All contracts between us shall be governed by and interpreted in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts, but we may enforce any such contract in any court of competent jurisdiction.
Nothing contained herein shall affect the implied undertaking as to title etc. contained in Section 12 of the Sale of Goods Act 1979 or shall affect your statutory rights if you ‘deal as a consumer’ as defined in Section 12 of the Unfair Contract Terms Act 1977.
Keyways UK Ltd.
Unit 52, Trent Business Centre
Tel: 0115 822 0459