Terms and Conditions

General Terms and Conditions of Sale

1. Application of these Terms

1.1 These General Terms and Conditions of Sale (“Terms of Sale”) apply to all quotations, offers and contracts for the supply of goods and/or services by Kestronics Ltd (“we”, “us”, “our”) to any customer (“you”), whether orders are placed via our Website, by telephone, email, purchase order or otherwise. They are drafted on the basis that you are acting in the course of a business.

1.2 These Terms of Sale apply unless we agree different terms with you in writing. If we agree different terms in a signed contract, that contract will take precedence.

1.3 Your use of our Website is also subject to our Website Terms of Use and our Privacy Policy.

1.4 If you are an individual purchasing wholly or mainly for purposes outside your trade, business, craft or profession, you may have additional rights as a consumer which cannot be excluded by contract. Nothing in these Terms of Sale affects those rights.

2. Orders and Contract Formation

2.1 Orders may be placed online via the Website, over the phone or by any other method we agree with you.

2.2 As part of the online checkout process you will be given the opportunity to check your order and correct any errors before submitting it.

2.3 After you place an order, we may send you an email acknowledging that we have received it and setting out details of the goods you have ordered. This acknowledgement does not mean that your order has been accepted.

2.4 A contract between you and us will only be formed when we dispatch the goods to you or otherwise confirm acceptance in writing.

2.5 We may refuse to accept an order if:

• the goods are not available;
• we cannot obtain authorisation for your payment;
• there has been an error in pricing or product description; or
• you do not meet any eligibility criteria set out in these Terms of Sale.

3. Prices and Payment

3.1 All prices are in pounds sterling and exclude VAT (where applicable) at the rate in force at the time of invoicing. We may show the price exclusive of VAT, but will show VAT separately and include it in the total price.

3.2 Where we charge separately for packing, carriage, insurance or other relevant charges, the applicable rates will be notified to you and will be confirmed before dispatch.

3.3 We may change our prices at any time. The price payable for the goods will be the price in force at the time we accept your order.

3.4 Unless we agree otherwise in writing, payment is due in full at the time of order for online purchases or within the credit terms agreed with you for account customers. We may charge interest on late payments at the statutory rate or any contractual rate separately agreed with you.

4. Delivery, Risk and Title

4.1 Unless agreed otherwise, delivery is ex-works and carriage and packing are charged in addition. For orders accepted on a carriage-paid basis, the goods will normally be dispatched by letter or parcel post on a next-day delivery service (stock permitting) if ordered by 2pm, using a carrier of our choice. Any other delivery method requested by you will be charged to you in full.

4.2 We may deliver the goods in instalments. Each delivery shall constitute a separate contract.

4.3 Risk in the goods passes to you:

• for ex-works deliveries, when the goods are dispatched; and
• where the delivery price includes carriage, on delivery by the carrier to you.

4.4 Title to the goods does not pass to you until we have received payment in full in cleared funds for the goods and all other sums which are or become due to us from you. Until title has passed, you must store the goods separately from other goods, clearly identify them as our property, keep them in satisfactory condition and insured for their full price, and not remove, deface or obscure any identifying mark or packaging. We may, at any time before title passes, require you to return the goods to us and, if you do not do so promptly, enter your premises to recover them.

4.5 We will use reasonable endeavours to deliver the goods within any delivery period stated, but time of delivery is not of the essence. We are not liable for any loss or damage arising from any delay in delivery and any such delay does not entitle you to cancel the contract.

4.6 If you fail to take delivery of the goods, or fail to give adequate delivery instructions, we may arrange to store the goods at your risk and cost (including insurance) and may charge you for any additional delivery or storage costs.

5. Cancellation and Returns

5.1 If you wish to cancel your order before dispatch, you may notify us by email at sales@kestronics.co.uk or by telephone on +44 (0) 1727 812 222.

5.2 If the goods have already been dispatched, you may return:

• unwanted goods within 14 days of receipt; and
• faulty goods within 30 days of receipt,

for a refund or exchange, subject to this clause 5. Different cancellation and return rights may apply if you are a consumer and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to your purchase.

5.3 Unless we agree otherwise or you have statutory rights which require us to bear such costs, you are responsible for the cost of returning goods to us.

5.4 Upon receipt and inspection of returned goods, we will issue a refund of the amount paid for the goods or an exchange credit, as agreed with you.

5.5 You have no right to return goods under this clause 5 where:

• the goods have been used and cannot reasonably be re-sold as new;
• the goods are not returned in their original packaging in a reasonable condition;
• manuals, accessories or other components supplied with the goods are not returned;
• the goods have been custom manufactured or configured to your specification; or
• the sealed packaging of software, audio or visual products has been opened.

5.6 This clause 5 sets out our standard cancellation and returns policy for business customers. It does not limit or exclude any statutory rights you may have, including rights under the Consumer Rights Act 2015 and the Consumer Contracts Regulations (where applicable) if you purchase as a consumer.

6. Warranties

6.1 Goods supplied may be covered by the manufacturer’s warranty. Details of any applicable warranty will be supplied with the goods or made available on request.

6.2 Except as expressly set out in these Terms of Sale, in any applicable warranty documentation, or as required by law, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7. Liability

7.1 Nothing in these Terms of Sale excludes or limits our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded or limited.

7.2 Subject to clause 7.1, we are not liable to you for loss of profit, loss of business, loss of goodwill, loss of data or any indirect or consequential loss arising out of or in connection with any contract between us.

7.3 Subject to clauses 7.1 and 7.2, our total liability to you in respect of all losses arising out of or in connection with a contract between us is limited to the price paid or payable for the goods or services giving rise to the claim. The exclusions and limitations in clauses 7.2 and 7.3 apply only where permitted by law. This clause 7.3 does not apply to limit any liability we have to you where you act as a consumer and such limitation would be unlawful.

8. Governing Law and Jurisdiction

8.1 These Terms of Sale and any contract between you and us, and any dispute or claim arising out of or in connection with them, are governed by and construed in accordance with the law of England and Wales.

8.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Sale or any contract between you and us.

9. Miscellaneous

9.1 You may not assign, transfer or sub-contract any of your rights or obligations under these Terms of Sale without our prior written consent.

9.2 If any provision or part-provision of these Terms of Sale is held by a court to be invalid or unenforceable, that provision or part-provision shall be deleted and the remaining provisions shall continue in full force and effect.

9.3 A person who is not a party to these Terms of Sale has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Sale.

Website Terms of Use

1. Introduction

1.1 These Website Terms of Use apply to your use of the website at www.kestronics.co.uk (the “Website”). The Website is intended primarily for business users. However, individuals may also purchase from us and, where they do so as consumers, additional rights may apply under consumer protection laws. By accessing or using the Website, you agree to be bound by these Website Terms of Use. If you do not agree, you must not use the Website.

1.2 If you purchase goods or services from us, our General Terms and Conditions of Sale will apply to that purchase, in addition to these Website Terms of Use.

2. Access to the Website

2.1 You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register.

2.2 We may revise these Website Terms of Use at any time by updating this page. You should check this page from time to time to review the current terms. If you do not accept any revised terms, you should stop using the Website.

3. Intellectual Property and Licence

3.1 You may print and download extracts from the Website for your own use on the following basis:

• no documents or related graphics on the Website are modified in any way;
• no graphics on the Website are used separately from the accompanying text; and
• our copyright and trade mark notices and this permission notice appear in all copies.

3.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including photographs and graphical images) are owned by us or our licensors. Any use of extracts from the Website other than as permitted by clause 3.1 is prohibited. If you breach these Website Terms of Use, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts.

3.3 Subject to clause 3.1, no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.

3.4 Any rights not expressly granted in these Website Terms of Use are reserved.

4. Service Access

4.1 We aim to ensure that the Website is normally available 24 hours a day, but we do not guarantee this and will not be liable if the Website is unavailable at any time or for any period.

4.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond our control.

5. Visitor Material and Conduct

5.1 Other than personal data, which is covered under our Privacy Policy, any material you transmit or post to the Website will be treated as non-confidential and non-proprietary. We may copy, disclose, distribute, incorporate and otherwise use such material and data, images, sounds, text and other things embodied in it for any commercial or non-commercial purpose.

5.2 You must not transmit or post to or from the Website any material:

• that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence or privacy, or which may cause annoyance or inconvenience;
• for which you have not obtained all necessary licences and/or approvals;
• which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to law or infringe the rights of any third party in any country; or
• which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

5.3 You must not misuse the Website, including by hacking or attempting to gain unauthorised access.

5.4 We will co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting material in breach of clauses 5.2 or 5.3.

6. Links

6.1 Links to third party websites are provided for your convenience only. If you use these links, you leave the Website. We have not reviewed all linked third party websites and are not responsible for them or their content or availability. We do not endorse or make any representations about third party websites or any material found there. If you access any third party website linked to the Website, you do so at your own risk.

6.2 If you would like to link to the Website, you may do so only on the basis that you link to, but do not replicate, the home page, and subject to the following conditions:

• you do not remove, distort or otherwise alter the size or appearance of the Kestronics logo;
• you do not create a frame or any other browser or border environment around the Website;
• you do not imply that we are endorsing any products or services other than our own;
• you do not misrepresent your relationship with us or present any other false information about us;
• you do not otherwise use any Kestronics trade marks displayed on the Website without our express written permission;
• you do not link from a website that is not owned by you; and
• your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any person, or does not comply with applicable laws and regulations.

6.3 We may withdraw linking permission under clause 6.2 at any time. You shall fully indemnify us for any loss or damage we may suffer as a result of your breach of clause 6.2.

7. Registration

7.1 To register with www.kestronics.co.uk you must be over eighteen years of age.

7.2 Each registration is for a single user only. You must not share your username and password with any other person or with multiple users on a network.

7.3 You are responsible for the security of any passwords issued to you. If you know or suspect that someone else knows your password, you should contact us immediately.

7.4 We may suspend or cancel your registration at our reasonable discretion or if you breach any of your obligations under these Website Terms of Use.

8. Disclaimer and Liability

8.1 We aim to ensure that the information on the Website is correct, but we do not warrant the accuracy or completeness of the material on the Website. We may make changes to the material on the Website, or to the products and prices described in it, at any time without notice. The material on the Website may be out of date and we make no commitment to update such material.

8.2 The material on the Website is provided “as is” without any conditions, warranties or other terms of any kind. To the extent permitted by law, we exclude all representations, warranties, conditions and other terms which might otherwise apply in relation to the Website.

8.3 Nothing in these Website Terms of Use excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

8.4 Subject to clause 8.3, we and our group companies and their officers, directors, employees, shareholders or agents exclude all liability and responsibility for loss or damage arising in connection with your use of the Website or any websites linked to it, or your downloading of any material from the Website or any linked websites.

9. Governing Law and Jurisdiction

These Website Terms of Use and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction.

Company Information

Kestronics Ltd is registered in England and Wales under company number 2337714.

Registered office: Brookmans Park Teleport Great North Road, Brookmans Park, Hatfield, England, AL9 6NE.

VAT number: GB371010014. Email: sales@kestronics.co.uk. Telephone: 01727 812222.