Terms & Conditions
“ Every company conducts its business in accordance with clear terms and conditions. At Key we will always try to "do the right thing", putting the needs of our customers first whenever it's fair to do so. ”
THE BUYER'S ATTENTION IS, IN PARTICULAR, DRAWN TO THE PROVISIONS OF CLAUSE 12.
In these terms and conditions (from now on referred to as Conditions) the following words have the following meanings.
1.1. Buyer: the person, firm or company who orders the Goods from the Seller.
1.2. Consumer: means an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession.
1.3. Catalogue: the Seller's catalogue as may be amended from time to time.
1.4. Contract: the Buyer's Order and the Seller's acceptance of it in accordance with Clause 2 incorporating these Conditions.
1.5. Force Majeure: circumstances beyond the reasonable control of the Seller which prevents the Seller from performing its obligations under the Contract including but not limited to failure of a utility service or transport network, strikes, lock-outs, labour disputes, acts of terrorism, act of God, fire, flood, storm, war, riot, civil commotion, malicious damage, the order of any government or public or local authority, compliance with any law or rule, regulation or direction, accident, breakdown of plant or machinery, or default of suppliers or subcontractors of the Seller.
1.6. Goods: any goods which the Buyer buys from the Seller.
1.7. Identical Goods: means goods with of the same type, size and quality and with the exact same specification as the Goods.
1.8. Intellectual Property Rights: any patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.9. Order: an order for the Goods from the Buyer to the Seller.
1.10. Published Price: the price for the Goods exclusive of Value Added Tax.
1.11. Seller: means Key Industrial Equipment Limited (Company Number: 1092975) whose Registered Office is at Blackmoor Road, Ebblake Industrial Estate, Verwood, Dorset, BH31 6AT.
2. APPLICATION OF CONDITIONS
2.1. Each Order for Goods from the Buyer to the Seller shall be an offer by the Buyer to purchase the Goods and these Conditions will apply. The Contract between the Buyer and the Seller will be on these Conditions only (unless varied by Clause 2.3). No other terms and conditions will apply including any terms or conditions contained in or referred to in the Buyer's purchase order, confirmation of order or other document or implied by law, custom, practice or course of dealing or simply as a result of such document being referred to in the Contract.
2.2. No Order placed by the Buyer shall be considered to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller provides the Goods to the Buyer.
2.3. These Conditions apply to all the Seller's sales and any variation to these Conditions and any statements made by the Seller or its employees about the Goods shall not be binding on the Seller unless agreed in writing and signed by authorised representative of the Seller.
2.4. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this Clause shall exclude or limit the Seller's liability for fraudulent misrepresentation.
3. 30 DAY MONEY BACK GUARANTEE AND CANCELLATION RIGHTS
3.1. Orders may only be cancelled with the Seller's consent and in accordance with these Conditions.
3.2. 30 Day Money Back guarantee: In addition to Clause 4, the Buyer may return the Goods at any time within 30 days, beginning on the day the Goods are delivered if it is not satisfied with the Goods. Goods returned as part of the Seller's 30 day money back guarantee may be returned free of charge but must be unused, re-saleable and in the original packaging otherwise handling charges will be incurred. This free of charge returns policy only applies to goods delivered to mainland UK.
The 30 Day Money Back Guarantee is only applicable to orders delivered to UK mainland. Where a customer wishes to return an order delivered outside UK mainland, this may incur handling charges which will be discussed with the customer prior to the product being collected and returned to Key.
3.3. The Money Back Guarantee in Clause 3.2 does not apply to Goods manufactured to the Buyer's specific requirements, or for Goods sourced specifically for the Buyer and where those goods do not appear for sale on the key.co.uk website or Catalogue.
4. CONSUMER RIGHT OF RETURN AND REFUND
This Clause 4 only applies if the Buyer is a consumer.
4.1. The Buyer may cancel the Contract if the Seller is affected by an event of Force Majeure or the Seller changes these Conditions to the Buyer's material disadvantage.
4.2. If the Buyer places its Order at the Buyer's home, over the telephone, by mail order or via the Seller's website the Buyer shall have a legal right to cancel the Contract during the period set out below in Clause 4.4. This means that during the relevant period if the Buyer changes its mind or decides for any other reason that the Buyer does not want to receive or keep the Goods, the Buyer can notify the Seller of its decision to cancel the Contract and receive a refund. Advice about the Buyer's legal right to cancel the Contract is available from the Buyer's local Citizens' Advice Bureau or Trading Standards Office.
4.3. The cancellation right in Clause 4.2 does not apply in the case of:
4.3.1. made-to-measure Goods;
4.3.2. Goods made to the Buyer's specification;
4.3.3. any Goods which become mixed inseparably with other items after their delivery; or
4.3.4. Goods received sealed for health protection or hygiene reasons that are unsealed after delivery.
4.4. The Buyer's legal right to cancel the Contract as set out in Clause 4.2 starts from the date the Contract is formed under Clause 2.2. The Buyer's deadline for cancelling is 14 days after the day on which the Buyer receives the Goods, or where the Goods are delivered in instalments or the Order is for multiple Goods, 14 days after the day on which the Buyer receives the last instalment of the Goods or the last of the separate Goods ordered.
4.5. To cancel a Contract, the Buyer just needs to let the Seller know that the Buyer has decided to cancel. The easiest way to do this is to complete the cancellation form that can be downloaded from the Seller's website and send it to the Seller by e-mail or post to the addresses set out in this Clause 4.5.
The Buyer can also e-mail the Seller at firstname.lastname@example.org or contact the Seller's Customer Services team by telephone on 0800 652 6000 or by post to Key, 35 Blackmoor Road, Ebblake Industrial Estate, Verwood, Dorset. BH31 6AT. If the Buyer is e-mailing the Seller or writing to the Seller but not using the cancellation form please include details of the Order to help the Seller identify it. If the Buyer sends the cancellation notice by e-mail or by post, then the Buyer's cancellation is effective from the date the Buyer sends the e-mail or posts the letter to the Seller. For example, the Buyer will have given the Seller notice in time as long as the Buyer gets its letter into the last post on the last day of the cancellation period or e-mails the Seller before midnight on that day.
4.6. If the Buyer cancels the Contract the Seller will:
4.6.1. refund the Buyer the price the Buyer paid for the Goods. However, please note the Seller is permitted by law to reduce the Buyer's refund to reflect any reduction in the value of the Goods, if this has been caused by the Buyer handling them in a way which would not be permitted in a shop; and
4.6.2. refund any delivery costs the Buyer has paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method the Seller offers (provided that this is a common and generally acceptable method). For example, if the Seller offers delivery of Goods within 3-5 days at one cost but the Buyer chooses to have the Goods delivered within 24 hours at a higher cost, then the Seller will only refund what the Buyer would have paid for the cheaper delivery option; and
4.6.3. make any refunds due to the Buyer as soon as possible and in any event within the deadlines indicated below:
188.8.131.52. if the Buyer has received the Goods and the Seller has not offered to collect it from the Buyer: 14 days after the day on which the Seller receives the Goods back from the Buyer or, if earlier, the day on which the Buyer provides the Seller with evidence that the Buyer has sent the Goods back to the Seller. For information about how to return Goods, see Clause 4.9;
184.108.40.206. if the Buyer has not received the Goods or the Buyer have received the Goods and the Seller has offered to collect it from the Buyer: 14 days after the Buyer informs the Seller of its decision to cancel the Contract.
4.7. If the Buyer has returned the Goods to the Seller under this Clause 4 because they are faulty or mis-described, the Seller will refund the price of the Goods in full, together with any applicable delivery charges, and any reasonable costs the Buyer incurs in returning such Goods to the Seller.
4.8. The Seller will refund the Buyer on the credit card or debit card used by the Buyer to pay for the Goods. If the Buyer used vouchers to pay for the Goods the Seller may refund the Buyer in vouchers.
4.9. If the Goods have been delivered to the Buyer before it decides to cancel the Contract:
4.9.1. then the Buyer must return the Goods to the Seller without undue delay and in any event not later than 14 days after the day on which the Buyer lets the Seller know that it wishes to cancel the Contract. The Buyer can either send it back or hand it to the Seller's authorised carrier;
4.9.2. unless the Goods are faulty or not as described (in this case, see Clause 4.7), the Buyer will be responsible for the cost of returning the Goods to the Seller. If the Seller has offered to collect the Goods from the Buyer, the Seller will charge the Buyer the direct cost to the Seller of collection.
4.10. If the Goods are faulty: If the Buyer is a consumer, the Seller is under a legal duty to supply Goods that are in conformity with the Contract. As a consumer, the Buyer has legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by the Buyer's right of return and refund in this Clause 4 or anything else in these Conditions. Advice about the Buyer's legal rights is available from the Buyer's local Citizens' Advice Bureau or Trading Standards Office.
5.1. The description of the Goods shall be as set out in the Catalogue. All samples, drawings, descriptive matter, technical data, dimensions weights, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Catalogue is issued or published as a guide and for illustrative purposes only and do not form part of the Contract.
5.2. Any typographical, clerical or other error or omission in any sales literature, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
5.3. The Seller reserves the right to discontinue any Goods or to alter the specification, design or construction of any Goods.
6.1. Unless otherwise agreed by the Seller in writing, prices for Goods are as listed in the Seller's Catalogue or website www.key.co.uk from which the Goods are purchased current at the date of dispatch of the Goods. Prices are not guaranteed although every effort will be made to maintain them.
6.2. Price Match: If the Buyer finds a lower Published Price for Identical Goods and places an order for such Goods with the Seller, the Seller will beat the Published Price by 5%. This offer applies to published, non-discounted prices in Catalogues or websites for Identical Goods only. The Buyer must provide written evidence of the lower Published Price at the time of Order. Being understood that the Price Match will not apply to Goods manufactured to the Buyer's specific requirements, and IT Goods.
6.3. Unless otherwise specified the price for all Goods in the Catalogue are exclusive of Value Added Tax and shall be payable in addition to the price of the Goods.
6.4. Unless otherwise specified the price for the Goods shall include standard delivery to UK mainland addresses. Delivery to Northern Ireland will be charged at 10% of order value. Delivery to all other destinations by arrangement.
6.5. In the event that the Seller incurs additional costs in supplying the Goods to the Buyer due to unforeseen circumstances not specified or known by either party on the date of Order the Buyer will pay such additional costs when it is due to pay for the Goods.
6.6. The Supplier may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
6.6.1. any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
6.6.2. any request by the Buyer to change the delivery date, quantities or types of Goods ordered or the specification; or
6.6.3. any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate or accurate information or instructions.
and the Buyer will pay such additional costs when it is due to pay for the Goods.
7.1. The price for the Goods, Value Added Tax and any carriage charges are strictly net and payment is due in full without any deductions (whether by way of set-off, counterclaim, discount, abatement or otherwise) by the 20th day of the month following invoice date (subject to credit status), when the full invoice value becomes due.
7.2. Should credit status not be met, payment is required in advance of Goods dispatch.
7.3. If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank plc.
7.4. Time for payment of the price shall be of the essence of the Contract.
8.1. Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the address set out in the Order only and the Buyer will be responsible for off-loading the Goods.
8.2. Next Day Delivery: Next day delivery applies to Goods in stock at the time of Order and to those Goods to which next day delivery applies i.e. Goods marked with the next day delivery logo in the Catalogue or on the Seller's website. For all other Goods, the Seller shall use its reasonable endeavours to advise the Buyer of a delivery date for the Goods. Any dates specified by the Seller for delivery of the Goods are an estimate only.
8.3. If next day delivery does not apply or no dates are so specified, delivery shall be within a reasonable time of acceptance of the Order.
8.4. Time is not of the essence as to the delivery of the Goods. This means that if the Seller fails to deliver the Goods in the time specified, the Buyer is not entitled to terminate the Contract and the Seller is not liable for any delay in delivery, however caused.
8.5. Delivery shall be made by the Seller or a courier nominated by the Seller during normal business hours (excluding bank or public holidays). The Seller may levy additional charges for any deliveries made at the Buyer's request outside such hours.
8.6. Special off-shore delivery shall be agreed in writing between the Buyer and Seller prior to delivery.
8.7. For purposes of this Clause, the Goods will be deemed delivered and accepted on the Goods' arrival at the delivery location.
8.8. If the Buyer will not accept delivery of any of the Goods when they are ready for delivery risk in the Goods will pass to the Buyer and the Goods will be deemed to have been delivered. The Buyer will be liable for any costs incurred by the Seller in storing the Goods where the Buyer does not accept delivery (including redelivery, storage and insurance costs).
8.9. The Seller reserves the right to make partial deliveries. The Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.
8.10. The Seller shall be responsible for any damage, shortage or loss in transit, provided that the Buyer notifies it to the Seller (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Goods and that the Goods have been handled in accordance with the Seller's stipulations. Any remedy under this Clause 8.10 shall be limited, at the option of the Seller, to the replacement or repair of any Goods which is proven to the Seller's satisfaction to have been lost or damaged in transit.
9.1. The quantity of any consignment of Goods recorded by the Seller upon dispatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving otherwise.
9.2. The Seller shall not be liable for any non-delivery of Goods unless the Buyer notifies the Seller in writing of the failure to deliver within 5 days after the scheduled delivery date.
9.3. Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata agreement rate against any invoice raised for such Goods.
10.1. The Goods are at the risk of the Buyer from the time of delivery.
10.2. Ownership of the Goods shall pass to the Buyer on the later of completion of delivery or when the Seller has received in full in cleared funds all sums due to it in respect of:
10.2.1. the Goods; and
10.2.2. all other sums which are or which become due to the Seller from the Buyer on any account.
10.3. Until ownership of the Goods has passed to the Buyer under Clause 10.2, the Buyer must:
10.3.1. hold the Goods on a fiduciary basis as the Seller's bailee;
10.3.2. store the Goods (at no cost to the Seller) in satisfactory conditions and separately from all other products of the Buyer or any third party so that they remain readily identifiable as the Seller's property;
10.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.3.4. keep the Goods insured on the Seller's behalf for its full price against all risks to the reasonable satisfaction of the Seller, and hold the proceeds of such insurance on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account. On request the Buyer shall produce the policy of insurance to the Seller.
10.4. The Buyer may not resell the Goods before ownership has passed to it unless such sale is carried out in the ordinary course of the Buyer's business at full market value and the third party is notified that the Buyer does not have title to such Goods.
10.5. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. All costs incurred by the Seller in repossessing the Goods shall be borne by the Buyer.
11. WARRANTY AND RETURNS
11.1. Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given by the manufacturer to the Seller.
11.2. The Seller warrants that on delivery (subject to the other provisions of these Conditions) the Goods shall:
11.2.1. conform in all material respects with their description;
11.2.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
11.2.3. be fit for any purpose held out by the Supplier; and
11.2.4. for a period of one (1) year from the date of purchase (the Warranty Period) the Goods shall be free from defects of workmanship and materials.
The Seller undertakes (subject to Clauses 11.3 and 11.4), at its option, to repair or replace the Goods which are found to be defective as a result of faulty materials or workmanship during the Warranty Period.
11.3. The Seller shall not be liable for a breach of the warranty in Clause 11.2 unless:
11.3.1. the Buyer gives written notice of the defect to the Seller, and, if the defect is as a result of damage in transit to the carrier, within three (3) days of the time when the Buyer discovers or ought to have discovered the defect; and
11.3.2. the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller at the Seller's cost for the examination to take place there.
11.4. The Seller shall not be liable for a breach of the warranty in Clauses 11.2 if:
11.4.1. the Buyer fails to give the written notice required under Clause 11.3.1 or the Buyer makes any use of Goods which it has given written notice about under Clause 11.3.1; or
11.4.2. it is established to the reasonable satisfaction of the Seller that the materials used in the manufacture of the Goods or workmanship was not defective,
11.4.3. the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice;
11.4.4. the defect is by caused misuse or abuse of the Goods or by improper use of the Goods by the Buyer or use outside its normal application;
11.4.5. the defect arises due to normal wear and tear; or
11.4.6. the Buyer alters or repairs the Goods without the written consent of the Seller.
11.5. Any repaired or replacement Goods shall be under warranty for the unexpired portion of the 1 year period.
11.6. If the Buyer is a consumer, this warranty is in addition to, and does not affect, the Buyer's legal rights in relation to Goods that are faulty or not as described. Advice about the Buyer's legal rights is available from the Buyer's local Citizens' Advice Bureau or Trading Standards Office. Nothing in these Conditions will affect these legal rights.
12. LIMITATION OF LIABILITY
12.1. The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
12.1.1. any breach of the Contract; and
12.1.2. any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
12.2. Nothing in these Conditions excludes or limits the liability of the Seller:
12.2.1. for death or personal injury caused by the Seller's negligence; or
12.2.2. for fraud or fraudulent misrepresentation; or
12.2.3. defective products under the Consumer Protection Act 1987; or
12.2.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
12.2.5. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.3. If the Buyer is a business customer:
12.3.1. Subject to Clause 12.2, except as expressly stated in these Conditions, the Seller does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Seller will not be responsible for ensuring that the Goods are suitable for the Buyer's purposes.
12.3.2. The Seller only supplies the Goods for internal use by the Buyer's business, and the Buyer agrees not to use the Goods for any resale purposes.
12.3.3. Subject to Clauses 12.2 the Seller shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
220.127.116.11. loss of profits; or
18.104.22.168. loss of business; or
22.214.171.124. depletion of goodwill or similar losses; or
126.96.36.199. loss of anticipated savings; or
188.8.131.52. loss of goods; or
184.108.40.206. loss of contract; or
220.127.116.11. loss of use; or
18.104.22.168. loss or corruption of data or information; or
22.214.171.124. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
12.3.4. Subject to Clause 12.2, the Seller's total aggregate 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 1.5 times the price paid for the Goods by the Buyer during the 12 months preceding the date acknowledged by the Seller as being the date of the event giving rise to any liability.
12.4. If the Buyer is a consumer:
12.4.1. If the Seller fails to comply with these Conditions, the Seller is responsible for loss or damage the Buyer suffers that is a foreseeable result of the Seller's breach of these Conditions or the Seller's negligence, but the Seller is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of the Seller's breach or if it was contemplated by the Buyer and the Seller at the time the Seller entered into the Contract.
12.4.2. The Seller only supplies the Goods for domestic and private use. The Buyer agrees not to use the Goods for any commercial, business or resale purposes, and the Seller has no liability to the Buyer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.4.3. The Seller does not in any way exclude or limit our liability for any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples).
12.5. This Clause 12 shall survive termination of the Contract.
13. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
The Buyer acknowledges that all Intellectual Property Rights created, subsisting or used in the Catalogue, the Seller's website and in connection with the Goods shall remain the sole property of the Seller. For the avoidance of doubt, the Buyer shall not during or at any time after the completion, expiry or termination of the Contract in any way question or dispute such ownership thereof by the Seller.
14. SELLER'S WEBSITE
14.1. The Buyer may access, download and store on a temporary basis pages from the Seller's website solely for the purpose of ordering the Goods. Any permanent storage, copying or redistribution of any of the information set out in the Seller's website is strictly prohibited.
14.2. The Buyer may print off one copy and may download extracts, of any page(s) from the Seller's website for reference, The Buyer must not modify the copies of any materials printed off or downloaded in any way and must not use any illustrations, photographs or any graphics.
14.3. The Buyer may not modify any details on the Seller's website or reproduce or publicly display or distribute any such details for any commercial purpose whatsoever.
14.4. It is the Buyer's responsibility to virus check all materials before downloading them from the Seller's website.
14.5. Where the Buyer's website contains links to other sites and resources provided by third parties, these links are provided for information only. The Seller has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from the Buyer's use of them.
14.6. The Buyer and third parties must obtain the express written permission of the Seller before linking to the Seller's website.
15. FORCE MAJEURE
15.1. If the Seller is affected by Force Majeure it shall promptly notify the Buyer.
15.2. Notwithstanding any other provision of these Conditions, if the Seller is prevented from or delayed in carrying on its business by Force Majeure and it has notified the Buyer then the Seller:
15.2.1. may defer the delivery date, cancel the Contract or reduce the amount of Goods ordered;
15.2.2. shall not be deemed to be in breach of the Contract or be liable to the Buyer for any delay in performance or non-performance of its obligations under the Contract
and the time for performance of such obligations shall be extended accordingly.
16.1. The Buyer can contact the Supplier as described in Clause 4.5 or as set out in this Clause 16.
16.2. Any notice or other communication given by the Buyer to the Seller or vice versa, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
16.3. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the Seller's registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting or if sent by e-mail, one business day after transmission.
16.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17. ENTIRE AGREEMENT
17.1. It is acknowledged and agreed that the Contract (including the documents and instruments referred to herein) (the Documents) shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto.
17.2. The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently).
17.3. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
18. DATA PROTECTION
19. COMPETITIONS & GIVEAWAYS
All winners are chosen at random by an independent adjudicator. All entrants must provide full name, address, and contact information. Winners will be contacted to arrange delivery of their prize. We will not share your information with any third party. Entries are limited to one contact per address. The Buyer shall indemnify Key Industrial Equipment Limited against all costs, claims or liabilities incurred by Key Industrial Equipment Limited arising out of or in connection with any claim made against Key Industrial Equipment Limited for payment of the Buyer's employees Income Tax, National Insurance contributions and any other taxes and deductions payable in respect of the incentive. The Incentive is open to all business customers. Key Industrial Equipment Limited reserves all rights to request proof of eligibility at the time of the order being processed.
20. PROMOTIONS, PROMOTIONAL ITEMS & DISCOUNT VOUCHERS
20.1. Promotional items and vouchers cannot be used in conjunction with any other offer, promotion or pricing agreement. Promotional items are subject to availability and we reserve the right to substitute for an alternative product. Only 1 promotional item can be claimed per order. Any promotional item provided as a result of placing a sales order with Key Industrial Equipment Limited is provided directly to the ordering company. If the promotional product is then given to an employee by the company, the company will be liable for any Income Tax, National Insurance contributions and any other taxes and deductions payable in respect of the value of the promotional product or for any sums as may be required by law.
20.2. Promotional Discount Vouchers cannot be exchanged for cash or used for payment of a credit account. Only one voucher per customer and no change will be given if the value of the items ordered is less than the value of the voucher. Vouchers can only be redeemed against orders that are over the value stated on the voucher. The monetary value of a voucher is stated on the individual vouchers.
21. OTHER IMPORTANT TERMS
21.1. The Seller may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer shall not be entitled to assign the Contract or any part of it without the Seller's prior written consent.
21.2. If the Supplier fails to insist that the Buyer performs any of its obligations under these Conditions, or if the Supplier does not enforce its rights against the Buyer, or if the Supplier delays in doing so, that will not mean that the Supplier has waived its rights against the Buyer and will not mean that the Buyer does not have to comply with those obligations. If the Supplier does waive a default by the Buyer, the Supplier will only do so in writing, and that will not mean that the Supplier will automatically waive any later default by the Buyer.
21.3. Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
21.4. A person who is not a party to the Contract shall not have any rights under or in connection with it.
21.5. If the Buyer is a consumer, these Conditions are governed by English law. The Supplier and Buyer both agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim. However, if the Buyer is a resident of Northern Ireland it may also bring proceedings in Northern Ireland, and if the Buyer is a resident of Scotland, it may also bring proceedings in Scotland.
21.6. If the Buyer is a business, these Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law. The Supplier and Buyer irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
© Key Industrial Equipment 2014