Terms and Conditions for Business Customers
Version April 1, 2017
These Terms and Conditions (‘the Terms’) govern your relationship with KBS, a trading name of KBS NI Ltd or KBS Computer Supplies Ltd (KBS, we or us).
All Orders for Goods or Services accepted by us will be subject to the following Terms which will form part of and will govern the Contract of sale. No variation of these Terms will be accepted unless agreed in writing by an authorised person of KBS. We will not accept the inclusion of any alternative terms by a Business Customer which conflict with, alter or add to these Terms. You should print a copy of these Terms or save them to your computer for future reference.
• Prices and Payment
• Delivery, Title and Risk
• Returns and Warranties
• Our Liability
• Force Majeure
• Errors & Omissions
• Data Protection
• Trade Names & Trade Marks
• General Terms of Business
1 – Definitions
1. 'Business Customer' means a legal entity (otherwise referred to as 'you') who enters into a Contract with us to buy Goods or Services other than for private use.
2. 'Contract' means any contract between you and us for the sale and purchase of Goods or Services, incorporating these Terms.
3. 'Goods' means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them).
4. 'Normal Working Hours' means 9am to 5.15pm on a Working Day.
5. 'Order' means an order for Goods or Services made by you in accordance with these Terms.
6. 'Order Confirmation' means our written acceptance of your Order.
7. 'Services' means services and support provided by us to you.
8. 'Software' means computer program(s) and associated documentation.
9. 'Working Day' means Monday to Friday, excluding Bank or other Public holidays.
2 – Orders
1. When you place an Order for Goods or Services, this will be regarded as an offer by you to purchase the Goods or Services subject to these Terms and we shall not be obliged to accept your offer at our discretion.
2. We will send you an Order Acknowledgement on receipt of your Order. This is not an order confirmation or order acceptance by us.
3. We will accept your offer and create a either a Service Delivery Contract or an order acknowledgement once we have confirmed availability of the Goods or Services, verified your credit account details or credit/debit card or payment details as necessary and prepared the Goods for dispatch. We reserve the right to obtain validation of your payment details before providing you with any Goods or Services.
4. The Order Confirmation will be binding on you unless there is an unacceptable discrepancy between the Goods or Services that you ordered and those detailed in the Order Confirmation. You should notify us as soon as you become aware of any such discrepancy and in any event prior to the dispatch of the Goods.
5. If we cannot supply the Goods ordered by you, we reserve the right to offer alternative Goods of equal or superior quality. Any such changes will be detailed in the Order Confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the Order and require the refund of any money paid to us in respect of that Order, including carriage charges. This shall be your sole remedy.
6. We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer. Any such minor variation will not give you the right to cancel or rescind any Order or Contract made with us. Images of Goods are provided for illustrative purposes only and the actual Goods you receive may differ from the image displayed in the catalogue or on our website, especially with generic products.
7. When you place an Order, you are undertaking to us that:
• all details you provide to us for the purpose of purchasing Goods or Services are correct;
• you have authority to bind any business on whose behalf you use our site to purchase Goods; and if
• the credit or debit card you use as payment method to make a purchase from us is your own 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.
8. Cancellation of Orders. Other than in accordance with clause 2.4, we do not accept cancellation of orders by Business Customers once an Order Confirmation has been sent, as many Orders are dispatched on the same day the Order is placed. We cannot accept cancellation of an Order for bespoke Goods which have been produced to your specific requirements.
9. Goods are not tested or sold as being fit for any particular application or for use under specific conditions, unless expressly agreed in writing.
3 – Prices and Payment
1. Goods and Services, together with VAT, are invoiced at the price prevailing at the time of your Order.
2. All prices displayed are exclusive of VAT.
3. We reserve the right to vary our prices from time to time, but changes will not affect any Order you have already placed and confirmed by us.
4. Before you submit an Order, you will be notified of any additional costs including shipping and handling costs or insurance.
5. Payment is due prior to shipment unless you have been approved for credit. Our standard credit terms require payment within 30 days from the date of the invoice, except in the case of transactions where different terms are agreed by us in writing beforehand.
6. If you fail to make any payment due to us by the due date for payment (‘the due date’), then we may charge you interest on the overdue amount at the rate of 3% per annum above the Bank of England's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.
7. Payment in advance for Orders to be delivered in the UK mainland may be made by cheque, UK issued Visa, MasterCard, Maestro, American Express or PayPal (PayPal payment will be taken upfront). All Orders for Goods to be delivered to the Republic of Ireland must be paid in advance by Mastercard or Visa issued in the Republic of Ireland only.
4 - Delivery, Title and Risk
1. We shall use reasonable endeavours to despatch Goods to you by the estimated delivery date, but time shall not be of the essence for delivery and we shall not accept liability for failure to deliver within the stated time or on a stated day where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times.
2. If a delay is likely, we shall contact you and advise of the delay. You will not be entitled to damages or compensation if delivery of Goods does not occur on the estimated delivery date.
3. If we are unable to deliver the Goods within 30 days of the estimated delivery date, you will, as your sole remedy, be entitled to cancel the Order and require any monies paid to us in respect of that Order to be refunded. In order to cancel, you must send written notice of cancellation to us after the estimated delivery date but before actual delivery of the Goods or notification from us that the Goods are ready for delivery.
4. Delivery is deemed to take place when the Goods are delivered to your nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to you.
5. You are required to be able to accept the Goods when they are ready for delivery within Normal Working Hours.
6. Ownership of the Goods shall not pass to you until the earlier of:
• we have received in full (in cash or cleared funds) all sums due to us in respect of:
• the Goods; and
• all other sums which are or which become due to us from you on any account.
• you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 4.8.
7. Until ownership of the Goods has passed to you, you must:
• store the Goods (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property;
• not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
• maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request, you shall produce the policy of insurance to us.
8. You may resell the Goods solely on the following conditions:
• title to the Goods shall pass from us to you immediately before the time at which resale by you occurs;
• any sale shall be effected in the ordinary course of your business at full market value;
• any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
9. Your right to possession or resale of the Goods shall terminate immediately if you have a bankruptcy order made against you or if you make or know of any arrangements in respect of your actual or possible insolvency, liquidation, winding up or other arrangements with your creditors.
10. In the event that you have failed to make full payment for Goods by the due date, then as long as monies remain outstanding, we reserve the right to enter your premises at your expense and recover from there all Goods which remain our property.
11. If you cannot accept delivery, we may re-arrange delivery provided that we reserve the right to charge you for any delivery costs incurred.
12. Upon delivery of the Goods, you will be asked to sign a Proof of Delivery to acknowledge safe receipt. It is your responsibility 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, you should either note this on the Proof of Delivery or refuse delivery of the Goods.
13. We shall not be liable for discrepancies or damage evident on delivery where you accept delivery and sign the Proof of Delivery without amendment.
14. You may request a Proof of Delivery, provided that this request is made within 30 days of the dispatch confirmation and we shall use reasonable endeavours to provide such proof. Thereafter, delivery shall be deemed to have been successfully completed.
5 – Returns and Warranties
1. Other than the express provisions set out in these Terms, all other terms and the implied terms or warranties relating to the supply of goods or services are excluded to the fullest extent permitted by law.
You should notify us immediately and in any event no longer than 48 hours after delivery in the event that Goods are found to be damaged on delivery, items are missing or the Goods are not as specified in the Order Confirmation or have been delivered to you by mistake.
2. In the event that you need to return Goods, then a Goods Return Form (GRF) must be obtained from us for each and every return so that we are able to administratively process your return, otherwise we have no means of identifying the Goods being returned and this may result in difficulties in returning monies. You will be sent a GRF acknowledgement by email which will also include a downloadable returns label that should be printed off and secured onto the exterior of the package. The GRF must be clearly shown on each parcel returned, and must be in the original manufacturer's packaging (which shall not be defaced) complete with accessories, manuals and documentation. Software packages must be returned unopened with the Software seals intact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
3. Care of Goods to be Returned
Whilst in possession of the Goods you will be under a duty to take reasonable care of them. We reserve the right to refuse a refund on Goods returned which have been made unfit for resale or damaged whilst in your possession.
4. Address for Returns of Goods
If you need to return Goods to us for whatever reason, then please send such items to: KBS Returns Unit 3a Westbank Drive, Belfast, BT3 9LA. Goods will not accepted for return unless the return of goods has been authorised by KBS and has an accompanying GRF.
5. Return of Defective Goods
• In the event that Goods are found to be defective at any time within the first 30 days from delivery then please contact our Customer Services team immediately that you become aware of the defect, ensuring that you have the item’s serial number available to provide to our staff. Different manufacturers have differing policies for dealing with Goods, which are termed ‘dead on arrival’ meaning that the Goods are found to be faulty either on delivery or very shortly afterwards. You will therefore be advised by our Customer Services team of the relevant manufacturer’s returns policy. In the event that a manufacturer’s returns policy applies we will not charge you for the collection of the defective Goods. It is your responsibility to package and secure the Goods prior to collection to prevent damage during their return to us.
• We shall at our option repair or replace such defective Goods (or the defective part) and only if a repair or replacement is not possible or would be disproportionate to the price of such Goods we shall at our discretion refund the price of such defective Goods at the pro-rata contract rate provided that you return the defective Goods to us with all internal and external parts that were delivered with the Goods.
• If we arrange for a courier collection of your Goods, this will normally take place between 9.00am and 5.30pm, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives.
• On receipt by us of the returned defective Goods, if following the testing process the defective Goods are found to be in good working order without defect, we will return the Goods to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with replacement Goods before completion of the testing process, you will be liable to pay for these Goods. If, when we examine the defective Goods, it is evident that the defect has arisen because you have failed to follow KBS’s or the manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or if you have altered the Goods without the written consent of KBS then we reserve the right to refuse a repair, replacement or refund.
• You should note that we adhere to individual manufacturers’ guidelines in respect of acceptable deviation of quality of certain items. Therefore, we reserve the right not to accept Goods considered by you to be defective if the error or fault is within the manufacturer’s accepted manufacturing tolerances. If you have any doubt, please contact our Customer Services. As an example, due to the current manufacturing methods of active matrix display panels, a small percentage of sub-pixel anomalies (i.e. a pixel that is stuck on or off) are accepted by the industry as unavoidable. Accordingly, because the manufacturing yield of perfect active matrix panels is low, displays may have some sub-pixels that are either always on or off. The cost of accepting only theoretically perfect displays would almost double the price of a portable computer using an LCD screen. Please be aware of this before purchasing a TFT screen.
6. Warranty Claims
• If Goods become faulty more than 30 days after delivery then you are advised to contact the manufacturer and use their warranty procedure. Unless otherwise stated in the manufacturer's documentation, all Goods carry a manufacturer's warranty.
• If you wish to make a warranty claim, you must comply with the manufacturer's instructions and warranty procedure. In order to resolve your problem as quickly as possible, we will refer you to the manufacturer who will deal directly with the return. In these instances, we will provide you with the contact information for the relevant manufacturer.
• All warranties provided under these Terms shall be invalidated if the Goods have been worked upon, altered or damaged in any way by you or your employees or agents, or if the Goods have not been used in accordance with the manufacturer's instructions.
• You should note that certain Goods have a reduced warranty period. In particular, Goods specified as ‘refurbished’ are only subject to a 3-month warranty from the date of delivery. Your statutory rights are not affected when you purchase such Goods.
7. Return for credit
• In the event that we, at our absolute discretion, agree to accept the return for credit of unwanted products, the Goods must be returned with our prior written agreement within 14 days of delivery. The Goods must be unopened, with the manufacturers’ seals intact and in perfect re-saleable condition. Goods returned in these circumstances may be subject to a re-stocking fee. Please ensure that the Goods you have purchased are to your specification prior to breaking the manufacturers’ seals. This will avoid disappointment and the Goods being rejected, should you wish to return them.
• Any Goods returned unopened, with the manufacturers’ seal intact and in re-saleable condition, outside of the 14 days specified in clause 5.8(a) may be returned for credit subject to our absolute discretion and shall be decided by us on a case-by-case basis. All Goods returned in these circumstances will be subject to a reasonable re-stocking fee to cover our administrative charges.
• No Software on which seals have been broken can be returned for credit. If any Software discs are faulty, then you are advised to use the manufacturer’s warranty procedure. Please note Software Licences are non-returnable unless the Software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
8. Provision of Services
• If you purchase Services from us, then we shall use our skill and expertise to carry out the Services to a standard equivalent to that of a competent computer professional, and shall warrant our work as free from defects for a period of 30 days after completion. In particular, we cannot be held responsible for any fault or damage not caused by our services engineers or their contracted agents. In the event of a claim arising relating to the level of skill and judgement applied in the course of providing Services, we reserve at our sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Service(s).
• We accept no liability for equipment installed or configured by us when the equipment has subsequently been altered or configured by persons other than ourselves or our agents. Except as set out here, all other express or implied terms or warranties relating to the Services are excluded to the fullest extent permitted by law.
6 – Our Liability
1. Nothing in these Terms excludes or limits our liability for:
• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
• defective products under the Consumer Protection Act 1987.
2. Subject to clause 6.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for:
• any loss of profits, sales, business, or revenue;
• loss or corruption of data, information or software;
• loss of anticipated savings;
• loss of goodwill; or
• any indirect or consequential loss.
3. Subject to clause 6.1, our total liability to you in respect of all losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract price for the relevant Order.
4. Except as expressly stated in these Terms, we do not give any representation, or undertakings in relation to the Goods. Any representation, condition or which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
7 – Force Majeure
1. We shall not be liable to you or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods or Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes of a third party; difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.
2. If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.
8 – Errors & Omissions
1. We make every effort to ensure that all prices and descriptions quoted in our catalogue and on our website are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order.
2. In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered. A 'manifest error', as the term is used in this clause 8, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.
9 – Data Protection
1. We have a full and detailed privacy statement available by clicking here which forms part of our Terms & Conditions.
2. Website Security KBS's online shopping website employs the SSL (Secure Socket Layer) encryption standard in all secure areas, including login pages, customer information and payment details. Provided that you are using an SSL-compliant browser you will be able to conduct encrypted transactions without fear of an intermediary obtaining your credit card information.
3. Data Protection & Data Security Data is maintained under the provisions of the Data Protection Act (1998), KBS’s registration number is Z4834522. We may contact you from time to time to verify and update the data KBS holds on your records.
4. Information Automatically Logged We may use your IP (Internet Protocol) address to help diagnose problems with our server and to administer our website. Your IP address is also used to help gather broad demographic information. A disk-based cookie (non session) is used for identification.
5. Registration and data sharing Our site registration and Order form requires you to give us contact information (such as name, email, and postal address), unique identifiers (such as username and password), demographic information (such as postcode), and financial information (such as account reference and transaction values). This data is securely stored for use in all our marketing communications and analysis databases.
6. KBS may share your information with any member of our group, which means our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
7. KBS may share your information with selected third parties outside the KBS group, in order that they may contact you to let you know about goods or services which may be of interest to you. Please contact us if you wish to opt out of receiving such information.
8. You agree that we may use personal information provided by you in order to conduct appropriate anti-fraud checks. Personal information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information.
9. Please note that we may record and monitor inbound and outbound calls and electronic traffic for training purposes.
10 – Trade Names & Trade Marks
1. Trade names and marks (other than ours) 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, if you require a particular brand of product, then before placing an order, please check with us to confirm the identity of the manufacturer of the component that you are proposing to purchase.
3. Both parties hereby acknowledge the intellectual property rights of suppliers and manufacturers of the Goods appearing in our sales literature and on our website.
11 – General Terms of Business
1. You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.
2. If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.
3. No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
• All communications between the parties about the Contract shall be in writing and delivered by email or by hand or sent by pre-paid first class post or sent by fax to the registered office or such changed address as shall be notified to by the party; or (in any other case) to any address of yours set out in any document which forms part of the Contract or such other address as shall be notified to us by you.
• Communications shall be deemed to have been received:
• if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
• if delivered by hand, on the day of delivery; or
• if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
• If by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
5. No third party shall be allowed to enforce any rights under this contract. We hereby exclude the application of the Contracts (rights of Third Parties) Act 1999 to each and every contract made under these Terms.
6. You confirm that, in agreeing to accept the Terms, you have not relied on any representation save insofar as the same has expressly been made a part of these Terms and you agree that you shall have no remedy in respect of any representation. Nothing in these Terms shall limit or exclude our liability in respect of any fraudulent or negligent misrepresentation whether or not such has become a part of the Terms.
7. These Terms shall be governed by the relevant laws of Northern Ireland. Any dispute arising under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Northern Ireland.
8. If you have any complaints with the Goods or Services provided by us please contact Customer Services by post or hand delivery addressed to Customer Services, KBS Group.
9. Contact information for KBS Group, 159 Dargan Crescent, Belfast. BT3 9JP. Email: email@example.com
10. The registered office for KBS is, 159 Dargan Crescent, Belfast, BT3 9JP