STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF KEY & LOCK SUPPLIES
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 "Customer" means the organisation or person who purchases goods and services from the Supplier;
1.3 "Specification Document" means a statement of work, quotation or other similar document describing the goods supplied and services to be provided by the Supplier;
1.4 "Supplier" means Key & Lock Supplies whose address is at 827-829 Wimborne Road, Moordown, Bournemouth, Dorset BH9 2BE;
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Supplier shall on request of the Customer submit to the Customer an Estimate or Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
2.4 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order for payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
2.5 Nothing in these terms and Conditions shall affect the Customers statutory rights as a Consumer
2.7. All orders sent to Key & Lock Supplies are only accepted when you receive confirmation of receipt of your order, but only on the condition that Key & Lock Supplies may subsequently not be able to ship the items requested, or may decide on reasonable grounds not to do so.
2.8. Key & Lock Supplies reserves the right, at any time prior to acceptance, to refuse any order or any part of an order, or to require further or better information to enable it to evaluate and/or process the order. Without prejudice to the statutory rights afforded to consumers under English law, Key & Lock Supplies accepts no liability for any failure to ship products where this results from its inability to do so or its decision on reasonable grounds not to do so, provided that it takes all reasonable steps to notify you within forty eight (48) hours of order placement that products will not be shipped as ordered. In such cases Key & Lock Supplies will not process any payment or will immediately refund any payment made in full.
3 PRICE AND PAYMENT
3.1. For payment by credit/debit card, we only accept recognised credit/debit cards.
3.2. All product prices are displayed both inclusive and exclusive of VAT at 20%.
3.3. All orders placed over £1,000.00 (UK) may require additional verification before the order is accepted.
4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3. Key & Lock Supplies shall deliver your order via our chosen carrier.
5.4. The Standard Delivery Service is available Monday to Friday during office hours, delivering to your building entrance on lightweight items and to a ground floor location or an upper floor location with access via a lift on heavy items.
5.5. Special delivery services may be available as a delivery option and may be subject to a charge as indicated on our Web site.
5.6. Additional services are available to Extremities, UK Offshore and International addresses at an additional cost.
5.7. A signature may be required to accept delivery and this signature will be used as proof that the delivery was accepted in its delivered condition. Any damage caused in transit must be reported within 24 hours of delivery to our customer services team, failure to report damage in transit after this period will result in any claim being void.
6.1 Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 Co-operate with the Supplier, provide the Supplier with any information reasonably required by the Supplier;
7.1.2 Obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.3 Comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.3.1 The Supplier shall have no liability in respect of any delay to the completion of any project.
7.3.2 If applicable, the timetable for the project will be modified accordingly.
7.3.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 Once the Customer has accepted the Specification and instructed the Supplier to proceed with the order. The Supplier shall only accept alterations to the Specification Document within 5 working days of commencement of the work. Any costs resulting in the Customer requested changes shall be borne by the Customer.
9.1. Manufacturer's warranties vary on each product.
9.2. Manufacturer information is subject to change without notice.
9.3. If the product you purchase is faulty, we may offer a repair, exchange or refund as appropriate in accordance with your legal rights.
10 STOCK AVAILABILITY
10.1. All stock is subject to availability.
10.2. Stock not supplied will not be charged for and we will refund you any part of the goods already paid for.
11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so; or the breach cannot be remedied under any circumstances;
12.2 The other party passes a resolution for winding up other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or ceases to carry on business.
12.3 The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
13.1. Unless otherwise specified all rights in the site design, text, graphics and other content, interfaces, and the selection and arrangements thereof belong to Key & Lock Supplies or its licensors.
13.2. All rights are reserved save as set out below. Permission is granted to electronically copy and to print hard copy portions of this site for the sole purpose of placing an order with Key & Lock Supplies or using this site as a shopping resource. Any other use of materials on this site, including reproduction for purposes other than those noted above, modification, distribution, or republication, without prior written permission of Key & Lock Supplies is strictly prohibited.
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document, web site or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
21 EXTERNAL SITES
21.1. This site may contain links to other sites on the Internet that are owned and operated by third party vendors and other third parties (the "external sites"). Key & Lock Supplies is not responsible for the availability of, or the content located on or through, any external site, nor for any transactions between you and such sites (including as to 'cookies', personal data, confidential information, or purchases of goods or services). You should contact the site administrator or Webmaster for those external sites if you have any concerns regarding such links, content or transactions.
22 DISCLAIMERS & LIMITATIONS
22.1. Without prejudice to statutory rights afforded to purchasers of products, the information and materials contained in this site, including, without limitation, text, graphics, and links, are provided on an "as is" basis with no warranty, and in particular, Key & Lock Supplies does not represent or warrant that the information accessible via this site is accurate, complete or current, or that use of the site is free of risk of viruses or other damage.
22.2. Price and availability information is subject to change without notice. Products purchased from Key & Lock Supplies and related services, which are provided Key & Lock Supplies, are warranted in accordance with law, and nothing herein is to be taken to exclude or restrict any rights, which rights, which applicable law grants to consumers in respect of such products or services. Individual products may be the subject of additional warranties or guarantees given directly by their manufacturers. Such warranties etc. are not enforceable against Key & Lock Supplies, but only against the company/person giving them.