1.     DEFINITIONS

“Seller”                    means Keyzone Computer Products Ltd

“Buyer”                    means the person, firm or company placing an order with the Seller

“Goods”                 means all the goods, materials and services which are the subject matter of the Buyer’s order.

2.     FORMATION OF THE CONTRACT

There shall be no binding contract between the Seller and the Buyer until the Buyer’s order is accepted by the seller.  All orders which are accepted are subject to these Conditions of Sales which shall apply to the exclusion of all other terms, including any standard terms of the Buyer.  Any purported variation, alteration or addition to these Conditions is inapplicable unless accepted by the Seller in writing.

3.     PRICES

Unless otherwise agreed, the price of the Goods shall be that given in the Seller’s current price list at the date of the seller’s invoice.  The seller shall be entitled to amend it’s price list at any time.  Oral quotations made by the seller are valid only to the end of the business day on which they are given.  Prices quoted by the Seller are exclusive of Value Added Tax.  All prices are exclusive of delivery and insurance costs unless otherwise stated.

4.     SETTLEMENT TERMS

Without exception, credit invoices are due for payment NET within 30 days from the date of the invoice. No further goods will be dispatched to a buyers account should any overdue invoices remain unpaid at the end of the month in which payment is due. The Seller reserves the right to withdraw all credit facilities if payments are not received on time and also recover any account collection costs from the buyer together with interest on late payment.

5.     DISCREPANCY

It is the Buyer’s responsibility to inspect the goods upon receipt and to satisfy themselves they are suitable for their purpose. If upon receipt of the goods the buyer should find any discrepancy in the quantity supplied or type ordered, the Buyer must notify the Seller of the discrepancy within 14 days of the date of despatch, failing which no claim in respect of such discrepancy will be entertained by the Seller.

6.     RESERVATION OF TITLE

The legal ownership of the goods shall not pass from the Seller to the Buyer until the Seller has received payment for the goods in full. Risk in the goods sold shall pass to the Buyer on delivery.

7.     DAMAGE TO GOODS

The Goods must be examined by the Buyer at the time of delivery or collection and signed for.  Any damage or loss to the Goods or any part thereof must be noted against signature and must be notified in writing to the Seller within seven days of delivery or collection and any damaged Goods must be retained for inspection by the Seller or it’s carrier.  If the Buyer shall fail to give such notice, the said Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly.

8.     SELLER’S REMEDIES

No relaxation, or forbearance or delay by the Seller in enforcing any right as remedy which it may have shall prejudice, affect or restrict the rights of the Seller thereunder.

9.     WARRANTIES

The Buyer undertakes to use the Goods at all times in accordance with the instructions and methods (if any) and/or for the purposes recommended by the Seller.  Subject to the Buyer complying with the above undertaking if the Goods prove defective within 12 months of purchase date through no fault of the Buyer the Seller shall at its complete discretion either repair the defect in the Goods or replace the Goods free of charge.

10.   LIMIT OF SELLER’S LIABILITY

All Goods are sold on the express understanding that repair or replacement in accordance with Paragraph 9 above is accepted by the Buyer in full and final settlement of all and any conditions and warranties (except a warranty by the Seller that it has the right to sell the Goods) and of all and any claims whatsoever on the part of the Buyer.

11.   RETURNS & CANCELLATIONS

Contracts may not be cancelled except by agreement in writing of both parties and upon payment to the Seller of such amount as may be necessary to indemnify the Seller against all loss resulting from said cancellation.  Goods that are supplied in accordance with the Contract cannot be returned unless the Buyer obtains from the Seller a Returns Authorisation in writing.  Returns shall be sent to the Seller’s agreed premises at the Buyers risk and expense.  The Seller reserves the right to refuse to accept such returns if they are not returned in their original packaging in a clean, unused, undamaged and resaleable condition. Goods returned for reasons other than being faulty will be subject to a handling charge ranging from 15% to 40% depending on the product.  Any orders for goods made to order cannot be cancelled. Goods made to order can include, but are not restricted to, server cabinets, whisper cabinets, certain monitor arms.

12.   HEALTH & SAFETY

The Buyer shall indemnify the Seller against any injury to the Seller’s employees or agents while on the Buyer’s premises with the Buyers permission.

13.   SEVERANCE

If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Contract and the remained of the provisions in question shall not be affected thereby.

14.   FORCE MAJEURE

The Seller shall not be liable for any delay in performing any of its obligations under the Contract if such delay is caused by circumstances beyond the reasonable control of the Seller.

15.   LAW

All Contracts incorporating these Conditions of Sale shall be governed by and construed in accordance with the laws of England and the Buyers agrees to submit to the exclusive jurisdiction of the English Courts.