Terms & Conditions
If you wish to cancel your order, please email us at email@example.com or phone us immediately on 01592 777000. In the event your order has already been processed and sent, we will not be able to cancel the order. However you will be able to return the item to us once it is delivered (please see our returns policy below), after the return of goods we will then be able to process a refund.
1.1 In these Conditions:
“Buyer” means the person whose order for the Goods is accepted by the Seller
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) include any special terms and conditions agreed in writing between the Buyer and Seller
“Contract” means the contract for the purchase and sale of the Goods
“Goods” means the goods, which the Seller is to supply in accordance with these Conditions
“Seller” means Keela International Limited
“Writing” includes facsimile transmission, email and comparable means of communication
2 BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions including any terms and conditions subject to which any order is purported to be made by the Buyer. All orders must be made or confirmed in Writing
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing.In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any representations, which are not so confirmed
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative. All quotations are made without engagement
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any orders:
3.3 The quantity and description of the Goods shall be those set out in the Buyer’s order (if accepted by the Seller)
3.4 No order for Goods may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation
4 PRICE OF THE GOODS AND DELIVERY
4.1 The price of the Goods shall be the price listed in on the Keela website at the date of order less such discount (if any) as may have been applied (agreed or through use of valid discount code). The prices shown on the website are subject to revision from time to time without notice.
4.2 Except as otherwise stated, and unless otherwise agreed in Writing between the Buyer and the Seller, the Seller on an ex-works basis gives all prices.
4.3 Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises: -
4.3.1 any single order within mainland UK (excluding some outlying areas) shall be delivered for a charge as agreed on order confirmation page, subject to clause 4.3.2
4.3.2 the Seller reserves the right to charge the Buyer any additional costs the Seller incurs in complying with what the Seller in its sole discretion deems to be non-standard delivery or packing instructions, including without limitation express delivery, the application of the Buyer’s labels to Goods and the split delivery of individual orders to multiple destinations.
4.3.3 deliveries to destinations outside the UK or in outlying areas within the UK shall be subject to a delivery charge as agreed per country or customer rate.
4.4 The price of the Goods and delivery is exclusive of any applicable value added tax and other taxes levies or duties, which the Buyer shall be additionally liable to pay to the Seller at the rates applicable on the date of invoice
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after dispatch of the Goods from the Seller’s premises, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods
5.2 The time of payment of the price shall be of the essence of the Contract
5.3 Unless the Buyer has an approved credit account with the Seller, the Buyer shall be required to pay the full price of the Goods prior to (in the case of delivery to the Seller’s premises) delivery or (in the case of delivery at the Buyer’s Premises) dispatch.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall be made by the Seller delivering the Goods to a place for delivery (”the Buyer’s Premises”) agreed by the Seller
6.2 The method and route of delivery shall be at the sole discretion of the Seller and unloading of the Goods at the Buyer’s Premises shall be undertaken by and shall be the responsibility of the Buyer
6.3 Time for delivery shall not be of the essence. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. The Goods may be delivered by the Seller in advance of the quoted delivery date upon the Seller giving reasonable notice to the Buyer
6.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated
6.5 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
6.6 If the Buyer or its carrier fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries to the Buyer and may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract
7 PASSING OF RISK AND PROPERTY (RETENTION OF TITLE)
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods from which point the Seller shall bear no further responsibility for damage or deterioration to the Goods
7.2 Notwithstanding delivery and the passing of risk on the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of: -
7.2.1 the price of the Goods; and
7.2.2 all other sums due to the Seller by the Buyer
7.3 Until such time as the property 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 properly 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
7.4 Until such time as the property in the Goods passes to the Buyer (and provided 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 repossess the Goods
8.1 Subject to the conditions set out below the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer of the Goods to the Seller insofar as the Seller can assign the same
8.2 Subject as expressly provided in these Conditions no guarantee, warranty, condition or representation on the part of the Seller is given or implied by these Conditions nor is any guarantee, warranty, condition or representation to be taken to have been given or implied from anything said or written in the negotiations between the parties or their representatives prior to the Contract and all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law
8.3 It is the responsibility of the Buyer to arrange inspection of the Goods immediately on delivery and prior to signature of a delivery receipt. Any claim by the Buyer which is based on a shortfall in quantity of the Goods or any defect in the quality or condition of the Goods or their failure to correspond with the manufacturer’s warranty shall be notified to the Seller within 24 hours from the date of delivery or (where a defect or failure was not apparent on proper inspection) within 24 hours after discovery of the defect or failure. It shall be the Buyer’s responsibility to notify the Seller forthwith in Writing if the Goods have not been delivered within 3 days of the date of notification of the dispatch of the Goods from the Seller’s premises. If the Buyer does not notify the Seller accordingly, the Buyer shall be deemed to have received the Goods and shall not be entitled to reject the Goods and the Seller shall have no liability for such shortfall, defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. For the purposes of this clause 8.3 time shall be of the essence
8.4 Where any valid claim in respect of any of the Goods which is based on any shortfall in quantity or any defect in the quality or condition of the Goods or their failure to meet the manufacturer’s warranty is notified to the Seller in accordance with these Conditions, the Seller shall (in case of a shortfall) supply additional Goods to make up the shortfall or (in any other case) shall be entitled to replace or repair the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund the Buyer the price of the Goods and delivery (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer
9 LIMITATION OF LIABILITY
9.1 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representations (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect or consequential loss or damage (whether for loss of profit, business, goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer except as expressly provided in these Conditions
9.2 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 was due to any cause beyond the Seller’s reasonable control
10 USER INFORMATION
The Buyer agrees not to remove any warning labels, information tags, hang tags or any other warning, educational or instructional material (”User Information”) attached to the Goods. The Buyer shall inform the Seller immediately if any User Information is missing from the Goods on delivery or becomes detached thereafter.
The Buyer may not, without the prior written consent of the seller, use the names, service marks, trademarks, logos or other corporate identification of the seller for any purpose whatsoever.
11 INSOLVENCY ETC OF THE BUYER
11.1 If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation; or
11.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.3 the Buyer ceases or threatens to cease, to carry on business; or
11.4 the Buyer shall suffer any analogous proceedings under foreign law; or
11.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract forthwith or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Seller shall be entitled to immediate possession of the Goods and to exercise the rights included in clause 7.4 above
12.1 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
12.2 The Buyer shall not assign, transfer or in any other manner make over to any third party the benefit and/or burden of the Contract or any part thereof without the Seller’s prior written consent
12.3 Except in respect of any undisputed credit or payment due and owing by the Seller to the buyer, the Buyer may not withhold payment of any sum due hereunder to the Seller by reason of any right of set-off or counterclaim which the Buyer may allege to have or for any reason whatsoever
12.4 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
12.5 The Contract and the construction, validity and performance thereof shall be governed by the laws of Scotland and the parties hereby submit to the non-exclusive jurisdiction of the Scottish Courts in respect of any dispute suit or proceedings which may arise out of or in connection with the Contract
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