Terms & Conditions
For the purpose of the Contract the terms listed below shall bear the respective meanings ascribed thereto:
a) the "Buyer" means the person, firm or company with whom the Contract is made
b) the "Seller" means Keyboard Specialist Limited, its assignees and successors in title
c) the "Contract" means the Contract between the Seller and the Buyer for the sale of the Goods of which these conditions form part
d) the "Goods" means the Goods or any part thereof agreed to be sold as described in the Sellers order acknowledgement
2. ACCEPTANCE OF ORDER AND EXPIRY DATE.
Orders are accepted only upon and subject to the Seller’s Conditions of
Sale as printed herein. Unless expressly accepted in writing any
qualification of these conditions by the Buyer in any written or
printed document or otherwise shall be inapplicable. Unless previously
withdrawn Seller’s quotation expires 30 days after the date thereof. No
binding Contract shall be created by the acceptance on the part of the
Buyer of a quotation or offer made by the Seller until notice of the
acceptance of the order in writing shall have been given by the Seller.
Any date named by the Seller for despatch is given and intended as an
estimate only is not to be of the essence of the Contract. The Buyer
shall nevertheless be bound to accept the Goods ordered when available.
The Seller shall not be liable in any way in respect of late despatch
or delivery however caused nor shall such failure to despatch be deemed
to be a breach of the Contract. Where drawings specifications
instructions and materials are to be supplied, the Buyer shall supply
the same in reasonable time to enable the Seller to despatch within the
accepted only on condition that Goods will be invoiced at the price
ruling at the date of despatch. The Seller reserves the right to alter
prices without notice to cover variations in the cost of raw materials
labour etc. or through the Buyer’s change of design or for any other
reason. If variation in price occurs during the currency of an order
the price of the un-despatched portion of the order outstanding at the
date of such variation in price may be adjusted accordingly. All prices
quoted exclusive of VAT where applicable.
5. TERMS OF BUSINESS.
For holders of approved credit accounts payments should be made in full
and received by the Seller 30 days from date of invoice or supply.
Otherwise cash with order, cash on delivery or pro-forma invoice. The
Seller reserves the right to charge interest at 8% plus the Bank of England base rate per day on all
overdue accounts with a minimum charge of £5.00. All payments shall be
to Keyboard Specialist Ltd and cheques shall be crossed A/C payee
The Seller warrants that the Goods shall at the time of delivery to the
Buyer be free from defects in workmanship and materials. If any of the
Goods do not conform to that warranty the Seller will at its opinion:
i) replace such Goods found not to conform to the warranty; or
ii) take such steps as the Seller deems necessary to bring the Goods into a state where they are free from such defect; or
iii) take back the Goods found not to conform to the warranty and refund the appropriate part of the purchase price; or
make a price adjustment that is fair to both parties in relation to the
failure of the Goods to conform to the warranty. PROVIDED THAT the
liability of the Seller shall in no event exceed the purchase price of
the defective Goods and performance of any one of the above options (
as limited by this proviso) shall constitute an entire discharge of the
Seller’s liability under the warranty.
b) The foregoing warranty is conditional upon:
The Buyer giving written notice to the Seller of the alleged defect in
the Goods such notice to be received by the Seller within seven days of
the time when the Buyer discovers or ought to have discovered the
defect and in any event within six months of the date of delivery of
such Goods; and
ii) the Buyer affording the Seller a reasonable opportunity to inspect the Goods at its premises.
c) Save as provided in (a) above and Section 12 of the Goods Act 1979;
all conditions and warranties express or implied as to the quality or
fitness for any purpose of the Goods are hereby expressly excluded; and
the Seller shall be under no liability for any loss or damage (whether
direct indirect or consequential) howsoever arising which may be
suffered by the Buyer.
d) In the event that
notwithstanding he provisions of (a) (b) and (c) above the Seller is
found liable for any loss or damage suffered by the Buyer that
liability shall in no event exceed the purchase price of the Goods.
e) Nothing in this Contract shall affect the liability of the Seller for death or personal injury caused by its negligence.
The Seller shall not be liable to the Buyer or be deemed to be in
breach of the Contract by reason of any delay in performing or any
failure to perform any of the Seller’s obligations in relation to the
Goods if the delay or failure is due to any cause beyond the Seller’s
g) All quotations given to
all Contracts made by the Seller or by its agents are subject to these
conditions and all terms and conditions referred to by the Buyer or
contained in any other receipt acceptance of quotation or otherwise
brought to the notice of the Seller are hereby excluded. These
conditions may be varied only by agreement in writing between the
h) Any special requirements of the Buyer as to physical characteristics or otherwise must be set out in the Contract.
7. SHORTAGES DAMAGES AND OR LOSS IN TRANSIT.
All claims for damage to, or partial loss of Goods in transit must be
submitted in writing to both carrier and the seller within three days
of delivery. In the case of none delivery of the whole consignment,
claims must be submitted in writing to both the carrier and the Seller
within seven days of receipt by the Buyer (or the Buyer’s agent) of
notification of despatch of the Goods. In the absence of claims within
the terms mentioned above the Goods shall be deemed to have been
delivered in accordance with the Contract.
8. TESTS AND INSPECTION.
Unless otherwise agreed all testing and inspection specified by the
Buyer or implied by the order or customary to the Seller’s practice
shall be at the Seller’s works and shall not be final.
9. DEFECTIVE GOODS.
Without prejudice to Clause 7. Goods represented by the Buyer to be
defective or not to conform to Contract and accepted by the Seller as
such will be replaced as originally ordered if required and practicable
or will be credited but shall not form the subject of any claim for
work done by the Buyer transport costs consequential damages or
expenses loss of profit on or any claim arising through resale or any
other loss damage or expense whatsoever or howsoever incurred. No claim
in respect of defective Goods will be valid unless made and the alleged
defective Goods returned within thirty days of the date of despatch of
the Goods nor will such claim be accepted as a reason for cancellation
of the remainder of the order.
b) This clause
shall have no application if the buyer deals as consumer insofar as
death or personal injury has been caused by our negligence. The
expressions "consumer" and "negligence" herein shall have the meaning
ascribed to them in the Unfair Contract Terms Act 1977.
10. INFRINGEMENT OF PATENTS OR REGISTERED DESIGNS.
The Buyer shall indemnity the Seller against all damages penalties
costs and expenses to which the Seller may become liable as a result of
work done in accordance with the Buyer’s specification which involves
infringement or alleged infringement of a patent, registered design or
any other intellectual property right.
11. BUYER’S BANKRUPTCY.
If the Buyer shall make default in or commit any breach of any of the
obligations to the Seller or if any distress or execution shall be
levied upon the Buyer or if the Buyer shall offer to make any
arrangement with creditors or commit any act of bankruptcy or if any
petition in bankruptcy shall be presented against him or if the Buyer
is a limited company any resolution or petition to wind up such
company’s business (other than for the purpose of amalgamation or
reconstruction) shall be passed or presented the Seller shall have the
right forthwith to determine by written notice posted to the Buyer any
Contract then subsisting without prejudice to any claim or right the
Seller might otherwise make or exercise.
12. DEFAULT OF PAYMENT.
Should default be made by the Buyer in paying any due sum due under any
Contract as and when it becomes due or should the Buyer be in breach in
any respect of the Contract entered into the Seller shall have the
right with or without notice in the discretion of the Seller either to
suspend all further deliveries until the default be made good or to
determine any Contract then subsisting so far as any further Goods
remain to be delivered without prejudice to any claim or right the
Seller might otherwise make or exercise.
The Buyer may cancel or suspend an order only with our written consent
and agreement to terms which will indemnify us against any expense
incurred, it should be clearly understood that where an order calling
for scheduled delivery is placed with the Seller for a period of three
months or more, the Seller will manufacture the Goods in batches equal
to the requirements called for over three month periods.
14. CANCELLATION OF SCHEDULED ORDERS
In the event of cancellation or postponement of scheduled orders we
reserve the right to invoice for the difference in selling price
applicable to the quantity taken up to the time of cancellation.
15. RETURN OF GOODS.
Subject to agreement with the Seller items incorrectly ordered will be
accepted for return within 14 days of their receipt provided they are
unused and in their original wrapping. A 20% handling charge will be
levied and a replacement order must be made coincident with the return
of the items for credit. The minimum charge will be £4.
The return of Goods which are surplus to the purchaser’s requirements
will not normally be allowed. However a specific request in writing
from the purchaser, listing the surplus Goods that he wishes to return
will be considered by the Seller. The return of any such Goods will be
at the absolute discretion of the Seller.
The Seller does not accept any liability whatsoever for the remote
collection, shipping costs or packaging of returned goods. All costs
associated with the return will be born by the customer.
d) The Seller cannot accept returns for non-standard items. These are products that have been customised or manufactured to order.
16. RISK AND PROPERTY.
a) Risk in the Goods shall pass to the Buyer at the time the Goods are delivered to the Buyer in accordance with the Contract.
Notwithstanding delivery and the passing of risk in the Goods or any
other provision of these conditions, the property and ownership in the
Goods shall not pass to the Buyer until the Seller has received in cash
or cleared funds full payment of the price of the Goods and all other
Goods agreed to be sold by the Seller to the Buyer for which payment is
c) Until such time as the property and
ownership in the Goods passes to the Buyer, the Buyer shall hold the
Goods as the Seller’s fiduciary agent and bailee and shall keep the
Goods separate from those of the Buyer and third parties and property
stored, protected and insured and identified as the Seller’s property.
Until that time the Buyer shall be entitled to resell or use the Goods
in the ordinary course of its business, but shall account to the Seller
for the proceeds of sale or otherwise of the Goods, whether tangible or
intangible, including insurance proceeds, and shall keep all such
proceeds of sale separate from any monies or property of the Buyer and
third parties and in the case of tangible proceeds, properly stored,
protect and insured.
d) Until such time as the
property in the Goods passes to the Buyer and provided that the Goods
are still in existence and have not been resold, the Seller shall be
entitled at any time to require the Buyer to deliver up the Goods to
the Seller and if the Buyer fails to do so forthwith to enter upon any
premises of the Buyer or any third party where the Goods are stored and
to repossess the Goods.
e) The Buyer 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 the Seller,
but if the buyer does so then all monies owing by the Buyer to the
Seller shall without prejudice to any other right or remedy of the
Seller, forthwith become due and payable.
the Goods are destroyed by an insured risk before the Buyer has paid
for them, the Buyer shall hold the Insurance proceeds as the Seller’s
17. FORCE MAJEURE.
Seller shall not be responsible for any delays in delivery or any
inability to deliver or any loss arising thereout due to fire,
mechanical breakdown, strikes, lockouts, civil commotions,
insurrections, war of other unforeseen or exceptional circumstances of
any kind beyond the Seller’s control.
18. WITHHOLDING OF DELIVERY.
Without prejudice to any other remedies it may have the Seller reserves
the right to cancel forthwith or delay performance of the Contract
wholly or in part upon any breach non-observance or non-performance by
the Buyer of any term condition or provision expressed or implied for
the time subsisting under this or any other Contract now or for the
time being subsisting between the Seller and the Buyer.
19. TERMINATION BY THE SELLER.
The Seller shall be entitled to terminate this Contract by written notice if:
The Buyer becomes insolvent, is the subject of winding up proceedings
whether voluntary or involuntary goes into liquidation, enters into a
composition with its creditors or has a receiver appointed over the
whole or any part of its undertaking or assets or any of the foregoing
events is threatened; or
b) Any other Contract
between the parties hereto is terminated by either party for whatever
reason in any such circumstances or in the event of the Buyer seeking
to determine the Contract the Buyer shall be liable to the Seller for
the cost of manufacture by the Seller down to the date of such
cancellation or termination.
The Buyer shall indemnify the Seller in respect of all damage or injury
occurring to any personal property and against any actions and expenses
in that connection for which the Seller may become liable in respect of
the Goods sold if the damage or injury caused by the negligence of the
Buyer or his servants or agents.
21. CUSTOM ORDERS.
For Custom orders made specifically to customers order, we reserve the
right to over or under deliver up to a minimum of 5% of the total
quantity ordered and invoice accordingly.
22. EXPORT TERMS
The Buyer shall be responsible for complying with any legislation or
regulations governing the importation of the Goods into the country of
destination and the payment of any duties thereon.
23. RoHS COMPLIANCE AND LEAD FREE POLICY
It is the policy of the Seller to identify and offer products to the
customer as RoHS Compliant or Lead Free, only after specific
requirements have been met. The Seller performs no testing of product
and relies solely on the manufacturer of the product for identification
of RoHS Compliance and for absence of lead. Furthermore, the Seller
makes no warranty, certification or declaration of compliance
concerning said products. Product is advertised or offered as RoHS
Complaint or Lead Free only after sufficient evidence is received from
the product manufacturer, and any inventory, either in a bin or on
order, has been determined to be RoHS compliant and/or Lead Free. Any
relevant evidence will be filed and maintained for at least 4 years
from the date of receipt. the Seller defines the term "RoHS" as
supplier declared compliance to all restricted hazardous substance
regulations under the ELV, WEEE or RoHS EU directives, regulations or
laws. the Seller defines the term "Lead Free" as pertaining to any
product which has been declared by a Supplier to be "Lead Free". All
statements by the Seller of RoHS compliance is based on producer
24. WEEE POLICY
Seller is not registered as a "producer" in the European Union, and
currently does not provide a WEEE recycling program within the EU.
This contract shall be construed in all respects as an English contract
and in conformity with the English Law. These terms and conditions are
to be referred to as dated June 2006 and supersede any other previous
terms and conditions in issue.