Business Terms and Conditions

We intend to rely on these Terms and Conditions and they shall apply to all Contracts to the exclusion of all other terms and conditions (including any terms and conditions which you purport to apply under any purchase order, confirmation of order, or other document). Neither party can amend the Terms and Conditions without the express agreement of the other in Writing.

1. Definitions

(1) " Customer" means the person, firm or company placing an order with Keyzone, also referred to as "you".

(2) "Keyzone" means Keyzone Computer Products Limited also referred to as "we" or "us" in these terms and conditions.

(3) "Catalogue" means the catalogue of products and services offered by Keyzone.

(4) "Normal Working Hours" means 9:00 am to 5:30 pm on a Working Day.

(5) "Working days" means Monday to Friday, excluding Bank or other Public holidays.

2. Orders

(1) All contracts of sale made by Keyzone shall be deemed to incorporate these terms and conditions, which shall prevail over any other terms from the party ("the Customer") with whom Keyzone is dealing. Neither party can amend the Terms and Conditions without the express agreement of the other in Writing.

Cancellation of orders by customers is not accepted unless by special agreement as many orders are despatched on the same day the order is placed.

(2) All orders are subject to acceptance and to availability of the goods ordered: Keyzone is entitled to refuse any order placed by you.

(3) You undertake that:

(a) all details you provide to us for the purpose of purchasing goods or services offered on our web site are correct and You, the Customer, accepts that full liability for orders placed using a valid user-id and password lies with You and not Keyzone.

(b) the credit or debit card you use to make a purchase from us is your own card or your company's card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any goods or services you order from us. We reserve the right to obtain validation of your credit or debit card details before providing you with any goods or services.

(4) Please note, Keyzone may record and / or monitor inbound and outbound calls and electronic traffic for training purposes.

(5) Keyzone’s privacy policy shall apply to orders placed. A copy of the policy can be found at https://keyzone.com/privacy-policy/

(6) All software is sold subject to the software publisher’s end user licence agreement (EULA), the terms of which the Customer agrees to adhere to.

3. Prices

(1) Goods and services are invoiced at the price prevailing at time of acceptance of order. However, we reserve the right to revise pricing should stock depletion mean that new stock that we receive is at a different cost price. VAT is charged at the rate applicable at the time of invoicing or otherwise in accordance with the law.

(2) Keyzone reserves the right to modify the prices from time to time.

(3) Any prices quoted by Keyzone in local currency may be adjusted by Keyzone due to fluctuations in the US Dollar exchange rate.

(4) All amounts payable hereunder are payable in full and remitted back to Keyzone without offset or deduction for taxes (including withholding tax) and custom duties.

4. Delivery, Title and Risk

(1) All despatch dates are estimated and are not guaranteed and do not form a term of this contract. Whilst we will endeavour to comply with these dates, Keyzone shall have no liability whatsoever for delay in despatch or delivery, or for any loss occasioned thereby. Late delivery does not entitle the Purchaser to cancel the order

(2) Keyzone shall use reasonable endeavours to despatch goods by the date agreed with the Customer, but does not accept liability for failure to deliver within the stated time where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times. If a delay is likely, we shall contact the Customer and advise of the delay.

(3) Keyzone does not accept liability for shortages or damage to deliveries unless the Customer notifies Keyzone of the shortage or damage in writing within 48 hours of receipt of the delivery.

(4) Customers are required to be able to accept the goods when they are ready for delivery within Normal Working Hours.

(5) Delivery is deemed to take place when the goods are delivered to the Customer's nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to the Customer.

(6) Title in Goods will not pass to the Customer until the full purchase price for those Goods has been received by Keyzone.  Title remains with Keyzone until payment is complete.

(7) Upon delivery of the goods, the Customer will be asked to sign a Proof of Delivery to acknowledge safe receipt. It is the responsibility of the Customer to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, this should be noted on the Proof of Delivery. Keyzone shall not be liable for discrepancies or damage evident on delivery where the Customer accepts delivery and signs the Proof of Delivery without amendment.

5. Payment

(1) Payment is due based upon credit terms that have been agreed in writing with Keyzone, which is normally 30 days from date of invoice. Keyzone shall invoice Customer: on acceptance of the Customer’s order in respect of software; on shipment in respect of hardware; on completion of professional services or monthly in arrears in respect of recurring services unless otherwise agreed in writing and in advance in respect of maintenance and support services.

(2) If payment is not made on the due date, Keyzone will be entitled to charge interest daily on the outstanding balance at the statutory rate and in any event an administration fee in the sum of £50 shall be applied to each overdue invoice.

6. Product specifications

(1) Keyzone makes every effort to supply the goods as advertised but reserves the right to supply the goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer.

(2) If Keyzone cannot supply the goods ordered by the Customer, Keyzone reserves the right to offer goods of equal or superior quality at no extra cost. In such a case, if the Customer does not wish to accept the alternative goods offered, he or she may cancel the order and require the refund of any money paid to Keyzone in respect of that order, including carriage charges. This shall be the sole remedy of the Customer in these circumstances.

7. Trade names and Trade Marks

(1) Trade names and marks (other than Keyzone's) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.

(2) In the case of component purchases, Customers requiring a particular brand of product should, before placing an order, check with Keyzone the identity of the manufacturer of component it is proposed to purchase.

8. Warranties and Returns

Keyzone shall procure for the Customer the benefit of any standard end-user warranties in respect of the Goods from the Third Party Supplier(s) (whether by assignment from Keyzone or granted directly by the Third Party Supplier(s)). Details of these warranties are available upon request.

Keyzone aims to always provide high quality Goods that are fault free and undamaged.  On occasion however, goods may need to be returned.  Returns are governed by these Terms and Conditions.

(1) If Goods are damaged in transit and the damage is apparent on delivery, the Customer should sign the delivery note to the effect that the goods have been damaged.  In any event, such damage should be reported to Keyzone within 2 days and arrange return.  Upon receipt of the returned Goods, we shall at our option replace such goods or refund the price of such goods.

(2) If any Goods purchased have faults when they are delivered, the Customer should contact Keyzone within 2 days to arrange return. Goods must be returned in their original condition with all packaging and documentation. Upon receipt of the returned Goods, we shall at our option repair or replace such goods or refund the price of such goods.

(3) If any Goods develop faults within their warranty period, the Customer is entitled to a repair or replacement under the terms of that warranty.

(4) Keyzone will only accept returns of non-defective Goods by prior arrangement and if they are current stock. Such returns will be subject to a handling fee of up to 25% of the pro rata Contract price of the Goods.

(5) The Customer shall not be permitted to return cabinets, wallboxes, custom furniture or any goods made or assembled to its specification.

(6) Keyzone reserves the right to exercise discretion with respect to any returns under these Terms and Conditions.  Factors which may be taken into account in the exercise of this discretion include, but are not limited to:

8.6.1     Any use or enjoyment that you may have already had out of the Goods;

8.6.2     Any characteristics of the Goods which may cause them to deteriorate or expire rapidly;

8.6.3     The fact that the Goods consist of audio or video recordings or computer software and that the packaging has been opened;

8.6.4     Any discounts that may have formed part of the purchase price of the Goods to reflect any lack of quality made known to the Customer at the time of purchase.

Such discretion to be exercised only within the confines of the law.

8.7 If the Customer wishes to return Goods to Keyzone for any of the above reasons, please contact us to make the appropriate arrangements. You must contact Keyzone and get an RMA number before returning the goods. Goods returned without a valid RMA number on the outside of the package will be rejected.

9. Limitation of liability

9.1 To the maximum extent permitted by law, Keyzone accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.

9.2 Nothing in these Terms and Conditions excludes or restricts Keyzone’s liability for death or personal injury resulting from any negligence or fraud on the part of Keyzone.

9.3 Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions.  This term shall apply only within jurisdictions where a particular term is illegal.

10. Force Majeure

(1) Keyzone shall not be liable to Customer for any delay or failure by Keyzone to fulfill its obligations under any order, contract or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of Keyzone, including, but not limited to labor disputes, strikes or other labor disturbances, acts of nature, medical emergencies including epidemics or pandemics, floods, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, terrorism, casualty war, embargoes, blockages, actions, restrictions, or regulations or orders of any government agency or subdivision thereof.

11. Errors and Omissions

(1) Keyzone makes every effort to ensure that all prices and descriptions quoted in its catalogue and on its website are correct and accurate. However, the frenetic tempo of e-commerce makes it inevitable that mistakes will occasionally occur. In the case of a manifest error or omission, Keyzone will be entitled to rescind the contract, notwithstanding that it has already accepted the Customer's order and/or received payment from the Customer. Keyzone's liability in that event will be limited to the return of any money the Customer has paid in respect of the order. In the case of a manifest error in relation to price, the Customer will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by Keyzone after the manifest error has been discovered.

(2) A 'manifest error', as the term is used in sub-paragraph (1) above, means, in relation to an incorrect price, a price quoted in error by Keyzone which is more than 10% less than the price that would have been quoted had the mistake not been made.

12. Export Restrictions

(1) Customer acknowledges that some goods are controlled for resale or export by the U.S. Department of Commerce, the EU or EU/EFTA member state bodies and / or other applicable restrictions and that such goods may require authorization prior to resale or export. Customer agrees that it will not export, re-export, or otherwise distribute goods, or any direct products thereof, in violation of any dual use restrictions and export control laws or regulations of the U.S., the EU or any EU/EFTA member state or other applicable jurisdiction.

(2) Please note that (some of) the products supplied by us fall within the scope of the EU regulation 428/2009 and that an export license is required to transfer the goods outside of the EU. In case of export of these products outside of the EU, you will be responsible for obtaining such licences from the relevant authority.

(3) Customer shall indemnify Keyzone for any claims, losses, costs, liability and charges, including reasonable legal fees incurred by Keyzone as a result of Customer’s breach of any export controls or regulations.

(4) It shall be the Customer’s responsibility to comply with all export and other resale restrictions. Upon request the Customer agrees to reaffirm in writing its compliance and its intentions to comply with applicable export and restricted user and uses regulations.

13. International Customers

If Goods are being ordered from outside Keyzone’s country of residence, import duties and taxes may be incurred once the Goods reach their destination.  Keyzone is not responsible for these charges and we undertake to make no calculations or estimates in this regard.  If a Purchaser is buying internationally, they are advised to contact their local customs authorities for further details on costs and procedures.  The Purchaser of the Goods will also be the importer of record and as such should ensure that the purchase is in full compliance with the laws of the country into which the Goods are being imported.  Please be aware that Goods may be inspected on arrival at port for customs purposes and Keyzone gives no guarantee that the packaging of the Goods will be free of signs of tampering.

14. Anti-Bribery

(1) The Customer shall: (a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirement, the Relevant Policies and clause 1.1(b), and will enforce them where appropriate; (d) promptly report to the Supplier any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of this agreement; (e) immediately notify the Supplier if a foreign public official becomes an officer or employee of the Customer or acquires a direct or indirect interest in the Customer (and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement)

(2) Breach of this clause 16 shall be deemed a material breach.

(3) For the purpose of this clause 16, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

15. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

16. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

17. Notices

All notices / communications shall be given to us either by post to our Premises or by email to sales@keyzone.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

18. Law and Jurisdiction

These terms and conditions and the relationship between the Customer and Keyzone shall be governed by and construed in accordance with the Law of England and Wales and Keyzone and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.