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Delivery and ReturnsDelivery and Returns

1. GENERAL

1.1 Where applicable, Buyer is responsible for all obligations and liabilities under the European Union‘s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time. KIT Online shall have no liability or obligations under the preceding directives.

1.2 Buyer agrees to comply with the UK Bribery Act 2010 and corresponding legislation applicable in the jurisdictions Buyer conducts business in.  Buyer shall not make any direct or indirect payment, offer to pay, or authorise to pay, any gift, money, promise to give or authorise the giving of anything of value to any government official or politician or the immediate family of the same for the purpose of influencing acts or decisions of such individual in order to assist directly or indirectly Buyer or KIT Online in obtaining or retaining business or securing an improper advantage.  Buyer’s commitment to comply with the Bribery Act 2010 and other such legislation shall also extend to its dealings with KIT Online, its suppliers, the End Users and any other commercial parties.

1.3 KIT Online may assign any of its rights and/or obligations under a Contract. The Buyer may not without the prior written consent of KIT Online assign any of its rights and/or obligations under any Contract.

1.4 No delay or failure by KIT Online in enforcing any provision shall constitute a waiver of that provision or any other provision. No waiver by KIT Online of any breach of a Contract shall be considered as a waiver of any subsequent breach of the same or any other provision.

1.5 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.

1.6 KIT Online's rights are cumulative and in addition to any rights available to it at common law.

1.7 These Conditions are KIT Online's current Conditions. KIT Online maintains the right to add to or amend these Conditions at any time and in its sole discretion. The Buyer will be responsible for satisfying themselves as to the Conditions on an ongoing basis and those applicable to the transaction(s) in hand, by either viewing the KIT Online website or requesting a hard copy direct from KIT Online.

1.8 Nothing in these Conditions shall confer on any third party (that is, any party other than KIT Online or the Buyer) any benefit or the right to enforce any term of these Conditions and the application of the Contracts (Rights of Third Parties) Act 1999 to these Conditions is hereby excluded.

1.9 The Buyer and KIT Online agree that each Contract (incorporating these Conditions) shall be gverned by and construed in accordance with English law and each of the Buyer and KIT Online irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including but not limited to non-contractual disputes and claims).

1.10 KIT Online may monitor, record, store and use any telephone, email or other communication with the Buyer in order to (i) check any instructions given to KIT Online, (ii) for training purposes, (iii) for crime prevention and (iv) to improve the quality of KIT Online’s customer service.

1.11 Except as specifically permitted in writing by (a) KIT Online or (b) the relevant manufacturer(s) of relevant Goods or (c) the provider of relevant Services, the Buyer hereby agrees that it will not (and will inform third parties they are not permitted to): (i) copy or manufacture any Goods; or (ii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer any of the Goods

2. CANCELLATION OF ORDERS

2.1 No Contract may be cancelled by the Buyer unless agreed in writing by KIT Online if so agreed, the Buyer shall indemnify KIT Online in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by KIT Online as a result of cancellation.

2.2 KIT Online shall have the right immediately to cancel or to suspend any Contract or any delivery to be made under the Contract without any liability to the Buyer if:

2.2.1 the Buyer fails to make any payment when due or breaches any provision of the Contract and the Buyer has failed to remedy such breach within 7 days after receipt of notice in writing from KIT Online requiring the Buyer to do so;

2.2.2 the Buyer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or

2.2.3 the Buyer (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (c) makes an application to court for protection from its creditors generally; or

2.2.4 the Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or a winding-up order is made other than solely in relation to a solvent amalgamation or reconstruction (or in the case of an individual is made bankrupt); or

2.2.5 an administrator, receiver or administrative receiver is or is likely to be appointed in relation to the Buyer or any of its assets; or

2.2.6 any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer’s assets, and such attachment or process is not discharged within ten Business Days

2.2.7 the Buyer ceases, or threatens to cease, to carry on business; or

2.2.8 KIT Online reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or

2.2.9 the Buyer commits or is a party to dishonest or fraudulent conduct in relation to the Contract.

2.3 If clause 2.2 applies then, without prejudice to any other right or remedy available to KIT Online, KIT Online shall be entitled to do any one or more of the following:

2.3.1 cancel each and every Contract yet to be performed (in whole or in part);

2.3.2 suspend any further deliveries under each and every Contract without liability to the Buyer;

2.3.3 immediately revoke any and all credit extended to the Buyer on such terms as KIT Online shall in its sole and absolute discretion determine;

2.3.4 reduce or cancel all quantity and other discounts offered to the Buyer; and

2.3.5 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.

3. DELIVERY

3.1 Unless otherwise agreed in writing with an Authorised Officer the costs of packing and Delivery shall be for the Buyer's account. If KIT Online pays for or incurs all or part of such costs, it shall invoice its costs so incurred to the Buyer at the date of dispatch.

3.2 The Buyer warrants the details of any address for Delivery stipulated by the Buyer (including those of End Users). KIT Online reserves the right to invoice the Buyer for any losses incurred by KIT Online for failed or re-routed deliveries as a result of inaccurate information provided by the Buyer (including where recipient is not available/unwilling to accept the Goods).

3.3 Any Delivery dates given are estimated dates only and time is not of the essence for Delivery. Changed specifications or instructions may result in revised estimated Delivery times.

3.4 The Goods may be delivered in instalments. Each delivery shall constitute a separate Contract and failure by KIT Online to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

3.5 If the Buyer (i) arranges collection of the Goods from KIT Online and the Buyer's carrier fails to take receipt of the Goods after KIT Online has notified the Goods are ready for collection or (ii) fails to give KIT Online adequate Delivery instructions or (iii) has requested a delay in Delivery or (iv) is unable to give access to its premises for the purposes of Delivery or installation then KIT Online may at the risk and expense of the Buyer:

3.5.1 store the Goods until actual Delivery and invoice the Buyer for all such costs of storage and re-Delivery; or

3.5.2 sell the Goods at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Buyer (if available) or charge the Buyer for any shortfall (as applicable).

3.6 Where Goods are to be exported out of the United Kingdom by either (i) KIT Online to the Buyer or (ii) by the Buyer itself (subject to any special terms agreed in writing between the Buyer and KIT Online and notwithstanding any other provision of these Conditions):

(i) The terms of purchase of the Goods will be subject only to warranty provided by the original equipment manufacturer (“OEM”) and the Buyer shall be solely responsible for ensuring that it fully understands and is aware of such warranty terms;

(ii) The Buyer shall ensure that it complies with any export controls as notified by KIT Online, the OEM or a third party or as contained within any supporting documentation provided with the Goods;

(iii) The relevant tax legislation will be applied in accordance with and under the United Kingdom legislation at the time of the contract;

(iv) The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any import taxes or duties thereon;

(v) Unless otherwise agreed in writing between the Buyer and KIT Online, delivery terms of the Goods shall be ‘Delivered at Place’ (as per Incoterms 2010) to the UK port of export and KIT Online shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979

(vi) the Buyer shall be responsible for arranging for testing and inspection of the Goods at KIT Online's premises before shipment. KIT Online shall have no liability for any claim in respect of any defect in the Goods, which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit;

(vii) The Buyer shall not be entitled to withhold payment of the price for the Goods due to the Buyer's failure to comply with the provisions of this clause; and

(viii) The Goods will be packaged in accordance with KIT Online's standard practice, and the packaging shall meet any reasonable requirements stipulated in advance by any independent contractors or shippers.

3.7 The Buyer's failure to make due payment in respect of any deliveries or instalments under any Contract shall entitle KIT Online to delay, suspend or cancel further deliveries in whole or in part at its option.

3.8 Where the Buyer fails to take Delivery of the whole quantity of the Contract at the due time, any discount or other allowance in respect of the Goods, which the Buyer is or would be entitled to shall be forfeited.

3.9 Where KIT Online has agreed to ship Goods or perform Services direct to End User on behalf of Buyer any such shipment or performance shall be deemed to be Delivery to Buyer and any refusal by the End User to accept Delivery or performance shall be deemed to be a refusal by Buyer.  It shall be Buyer’s obligation to report any delivery discrepancies in accordance with this clause 3 when Goods are shipped direct to End User or when Goods are sent onto End User by Buyer.

 

4. ACCEPTANCE AND RETURNS PROCEDURE

4.1 KIT Online shall not be liable in respect of any damage to the Goods, discrepancy in the Contract, shortage in the Goods Delivered, loss of the Goods in transit or any claim that the Goods delivered or collected do not otherwise comply with the Contract other than in accordance with this Condition and warranty clause 4 as stated below.

4.2 Damage, discrepancies, shortages and invoice queries:

(i) The Buyer shall be responsible for inspecting the boxed / parcel contents containing the Goods on Delivery to check the Goods for damages, discrepancies and shortages.  On Delivery, the Buyer must write on the Despatch Note prior to signing of any damages, discrepancies and shortages.

(ii) The invoiced Charges shall, in the absence of a manifest error, be deemed accepted by the Buyer unless the Buyer notifies KIT Online customer services in writing within 14 days of the date of the invoice.

(iii) The Buyer shall notify KIT Online customer services in writing within 48 hours of Delivery of any short Deliveries, damaged Goods Delivered or any non-shipment of Goods detailed on the proof of Delivery.

Save for bona fide notifications received by KIT Online under 4.2(i), (ii) and 4.2(iii) above, KIT Online shall have no liability whatsoever to Buyer in respect of the matters noted above.

4.3 Goods that fail on installation ("DOAs"): KIT Online operates a returns procedure for DOAs. The DOA returns procedure may vary depending on the OEM of the Goods and will be notified to the Buyer upon the Buyer notifying KIT Online (within 14 days of Delivery) that the Goods have apparently failed on installation.

4.4 Goods that fail after installation ("Faulty Goods"): In no circumstances may the alleged Faulty Goods be returned to KIT Online without KIT Online’s prior written consent. Where Goods are returned a handling charge may be levied at KIT Online's discretion and shall be either deducted from any credit allowed by KIT Online (should the Goods be accepted at KIT Online’s discretion as Faulty Goods) or be payable to KIT Online by the Buyer upon demand. The Buyer must notify KIT Online immediately of the fault becoming apparent and follow KIT Online’s instructions in relation to the fault.

4.5 General provisions relating to DOAs and Faulty Goods:

(1) The Buyer shall pay all KIT Online's reasonable costs and expenses if the Goods suspected to be DOA or Faulty Goods by the Buyer prove not to be DOA or Faulty Goods (at KIT Online’s sole discretion). (2) Any returns shall be subject to and the Buyer shall comply with KIT Online’s returns authorisation procedures. (3) DOA and Faulty Goods shall be dealt with in accordance with the applicable OEM’s DOA or Faulty Goods procedures and the Buyer shall comply with the same. (4) The Buyer shall be responsible for all transportation and insurance costs relating to returned Goods. (5) The Buyer shall have no right to return any Goods delivered in accordance with the Contract. (6) Goods must be received by KIT Online within 14 days of KIT Online issuing a returns authorisation number to Buyer.

4.6 Where a return under this clause 4 is approved in writing by KIT Online, the Goods (or part thereof) to be returned must be delivered to KIT Online's premises in its original packaging together with supporting documentation confirming the alleged fault and quoting the relevant returns number. In the event the Buyer fails to comply with this clause 4.6, KIT Online will be entitled to levy a handling fee as applicable in the circumstances.

4.7 KIT Online shall be under no obligation to accept return of any Goods other than as provided in the warranty clause below.

5. PRICE

5.1 All KIT Online prices for Goods and/or Services ("Price(s)") are quoted subject to (i) acceptance within any period specified and (i) any increase which may occur as a result of factors falling outside the control of KIT Online, which without limitation, shall include any of the following circumstances:

(a) where the Buyer has requested (whether before or after a Contract has been made) any variation whatsoever to the quantity, capacity, form, content, style or description of the Order or Goods and/or Services, or has requested an earlier or a later Delivery date to that originally requested; or

(b) where steps are taken by KIT Online to comply with any statutory provisions from time to time in force, and any increases in the price charged to KIT Online of any equipment or goods bought in from KIT Online’s suppliers in order for KIT Online to fulfil the Contract; or

(c) where the supply of the Goods or the provision of Services is suspended, varied or otherwise delayed by any acts or omissions of the Buyer

(d) where KIT Online has incurred any additional or unforeseen import duties after the Contract has been made.

5.2 Unless otherwise stated, the Price does not include the costs of Delivery and VAT and any other applicable customs or excise duties or taxes (where applicable) and these will be added to all invoices at the rate ruling at the date of despatch.

6. PAYMENT

6.1 Payment of the Charges or any part thereof and any other charges due under the Contract must be made by the Buyer within 30 days month end following the date of KIT Online's invoice (unless otherwise specified in writing by an Authorised Officer).

6.2 Should the Buyer fail to make payment by the due date, KIT Online shall be entitled to charge interest on the overdue amount at the rate of 4% above Barclays Banks’ base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual date of payment (whether before or after judgment).

6.3 The Buyer shall make all payments in pounds sterling immediately when due without set off, deferment, deduction or withholding whatsoever (whether on account of any claim or counterclaim or otherwise). Where payments in an alternative currency are authorised in writing by the Authorised Officer prior to the Contract being concluded, such payments shall be made by telegraphic transfer to the account to be designated by the Authorised Officer from time to time.

6.4 The time of payment shall be of the essence of the Contract.

6.5 The Buyer shall indemnify KIT Online against the total costs incurred (without limitation) by KIT Online arising out of the Buyer's breach(es) of these Conditions.

6.6 On the happening of a "Relevant Event" KIT Online shall be entitled in its sole and absolute discretion to alter its terms of payment or to alter any credit terms which may have been granted. For the purposes of this clause 6.6, a "Relevant Event" shall be defined as being:

(i) where KIT Online is notified or otherwise reasonably believes that the Buyer's credit record has worsened to a level unacceptable to KIT Online; or

(ii) where KIT Online in its sole discretion deems the Buyer's financial position to be unacceptable; or

(iii) where KIT Online's trade indemnity insurers require such alteration.

6.7 Notwithstanding clause 6.6, KIT Online reserves the right to withdraw any credit facilities afforded to the Buyer at any time, without notice.

6.8 In the event that the trading relationship between the Buyer and KIT Online is terminated for whatsoever reason then all sums due by the Buyer shall immediately become due and payable.

7. PRICES AND PAYMENT FOR CLOUD SERVICES

7.1 Clause 6 applies in relation to Cloud Services in addition to the terms contained in this clause 7.  In the event of conflict between clauses 6 and 7 in relation to Cloud Services, clause 7 shall take precedence.

7.2 Unless expressly stated otherwise in the relevant Order or otherwise agreed between the parties, the Buyer shall pay the full amount of Cloud Charges in pounds sterling within 30 (thirty) days of the month end following the date of invoice.

7.3 KIT Online shall give the Buyer 28 (twenty-eight) days' prior written notice of any rises in the Cloud Charges.

8. SUSPENSION OF CLOUD SERVICES

8.1 KIT Online may suspend all or any part of the Cloud Services immediately:

  1. where the Buyer fails to pay any Cloud Charges in accordance with the Contract;
  2. where KIT Online has reason to terminate any Contract in accordance with its terms;
  3. if a Third Party Provider disables an End User’s use of the Cloud Services; or
  4. in any circumstance indicated in the applicable Order.

8.2 Where KIT Online suspends the Cloud Services in accordance with clause 8.1, save where KIT Online is entitled to and subsequently elects to terminate the Contract in respect of such Cloud Services in accordance with the terms of that Contract or these Conditions, KIT Online shall use its reasonable endeavours to reinstate the Cloud Services as soon as is reasonably practical upon KIT Online becoming satisfied (acting reasonably) that the grounds for suspension are no longer applicable and subject to the Buyer having paid to KIT Online a reinstatement fee in respect of the restoration of such Cloud Service(s) in the sum of £250 (or such other amount as may be notified to the Buyer from time to time) which shall be payable on demand.

8.3 If KIT Online exercises its right of suspension under this clause or under any Contract this will not exclude its right to terminate the Cloud Services later in respect of that or any other event, nor will it prevent KIT Online claiming damages from the Buyer in respect of any breach.

9. RETENTION OF TITLE AND RISK

9.1 Risk in the Goods will pass to the Buyer on completion of Delivery.

9.2 Title to the Goods (including full legal and beneficial ownership but excluding software, title of which shall never pass to the Buyer) shall not pass to the Buyer until:

(i) KIT Online receives payment in full for the Goods as supplied to the Buyer; and

(ii) KIT Online receives payment in full for all and any other debts owed by the Buyer to KIT Online at any given time; or

(iii) The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at such time as specified in clause 9.5.

9.3 Until title to the Goods has passed to the Buyer, the Buyer will:

(i)  hold the Goods as bailee for KIT Online;

(ii) store the Goods separately from all other material in the Buyer's possession;

(iii) take all reasonable care of the Goods and keep them in reasonable condition;

(iv) insure the Goods: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the Price (v) noting KIT Online's interest on the policy;

(v) ensure that the Goods are clearly identifiable as belonging to KIT Online;

(vi) not remove or alter any mark on or packaging of the Goods;

(vii) inform KIT Online as soon as possible if it becomes subject to an Insolvency Event; and

(viii) provide KIT Online such information concerning the Goods as KIT Online may request from time to time.

9.4 Notwithstanding clause 9.3, and subject to clause 9.5, the Buyer may use or resell the Goods in the ordinary course of its business (but not otherwise) before KIT Online receives payment for the Goods. However, if the Buyer resells the Goods before that time:

9.4.1 It does so as principal and not as KIT Online’s agent; and

9.4.2 Title to the Goods shall pass from KIT Online to the Buyer immediately before the time at which resale by the Buyer occurs. 

9.5 If, at any time before title to the Goods has passed to the Buyer, the Buyer informs KIT Online, or KIT Online reasonably believes, that the Buyer has or is likely to become subject to an Insolvency Event and the Goods remain in the possession or control of the Buyer, then, without limiting any of KIT Online’s other rights and remedies:

9.5.1 The Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

9.5.2 KIT Online may at any time:

9.5.2.1 at its sole discretion elect to transfer title to Buyer; or

9.5.2.2 require the Buyer at the Buyer's expense to redeliver the Goods to KIT Online and if Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9.6 Where the Buyer uses banking facilities or factoring or an invoice discounting company which involves the selling of debtors or using debtors as security, the Buyer shall notify the third party concerned of KIT Online's interest in the Goods and specifically that title in the Goods has not passed until KIT Online’s invoice has been paid in full and otherwise as set out in these Conditions.

10. LIMITED WARRANTY

10.1 Buyer acknowledges that KIT Online does not manufacture the Goods (or where Goods comprise computer software does not publish or license the software) and subject to the conditions set out below in this clause 10 KIT Online only sells Goods with the benefit of the OEM’s warranty.  Warranties are offered from the OEM on a pass-through basis to End User or directly by OEM to End User.

10.2 KIT Online warrants that at the time of Delivery, Goods will conform to the specifications stated by the OEM in its published data sheet for the Goods. To the extent legally and contractually permitted, KIT Online shall pass through to Buyer any transferable Goods warranties, indemnities, and remedies provided to KIT Online by the OEM, including those for intellectual property infringement.

10.3 The warranty in clause 10.2 above is in lieu of all warranties whatsoever (whether expressed or implied and whether arising at common law or by statute) all of which are hereby excluded to the full extent permitted by law. KIT Online does not attempt to exclude the warranty as to title.

10.4 KIT Online's warranty in clause 10.2 shall only operate where KIT Online is able to claim under the OEM’s warranty. The Buyer shall be responsible for making itself aware of the terms of the OEM’s warranty prior to the Contract being formed and complying in all respects with the same at all times.

11. LIMITATION OF KIT Online'S LIABILITY

11.1 KIT Online'S LIABILITY UNDER ANY CONTRACT IS LIMITED TO MAKING GOOD DAMAGE OR FAILURES TO THE EXTENT DESCRIBED IN CLAUSE 4 AND SUBJECT TO CLAUSE 10.

11.2 KIT Online‘S LIABILITY TO BUYER IS LIMITED TO BUYER‘S DIRECT DAMAGES UP TO AN AMOUNT NOT EXCEEDING THE PRICE OF THE GOODS AT ISSUE. THIS LIMITATION OF LIABILITY DOES NOT APPLY IN CASE OF DEATH OR PERSONAL INJURY CAUSED BY KIT Online‘S NEGLIGENCE. KIT Online IS NOT LIABLE FOR AND BUYER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, REPAIR, MANUFACTURING EXPENSE, COSTS OF PRODUCT RECALL, INJURY TO REPUTATION OR LOSS OF CUSTOMERS). TO THE EXTENT KIT Online CANNOT LAWFULLY DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES, BUYER‘S STATUTORY RIGHTS ARE NOT AFFECTED BY THIS LIMITATION OF LIABILITY.

11.3 TO THE EXTENT THE LAW DOES NOT PERMIT SUCH LIABILITY TO BE EXCLUDED, KIT Online DOES NOT ATTEMPT TO LIMIT ITS LIABILITY FOR DAMAGE TO THE TANGIBLE PROPERTY OF THE BUYER RESULTING FROM THE NEGLIGENCE OF KIT Online OR ITS EMPLOYEES OR AGENTS TO THE EXTENT THAT KIT Online IS INSURED AGAINST SUCH LOSS.

11.4 THE BUYER UNDERTAKES WITH KIT Online THAT IT WILL ENSURE COMPLIANCE SO FAR AS IS REASONABLY PRACTICABLE BY ITSELF, ITS EMPLOYEES, AGENTS AND LICENSEES WITH ANY INSTRUCTIONS GIVEN BY KIT Online OR THE OEM FOR THE PURPOSE OF ENSURING THE GOODS WILL BE SAFE AND WITHOUT RISK TO HEALTH WHEN PROPERLY USED AND WILL TAKE ANY STEPS AND PRECAUTIONS, HAVING REGARD TO THE NATURE OF THE GOODS AS ARE NECESSARY TO PRESERVE THE HEALTH AND SAFETY OF PERSONS HANDLING, USING OR DISPOSING OF THEM.


11.5 KIT Online GIVES NO UNDERTAKING THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE (INCLUDING ANY PURPOSE FOR WHICH SUCH GOODS ARE COMMONLY SUPPLIED) OR IS OF ANY PARTICULAR QUALITY IN RESPECT OF ITS APPEARANCE, FINISH, SAFETY, DURABILITY OR FREEDOM FROM DEFECTS OR OTHERWISE. THE BUYER HAVING GREATER KNOWLEDGE OF HIS OWN REQUIREMENTS RELIES ENTIRELY ON HIS OWN SKILL AND JUDGEMENT IN EVALUATING WHETHER THE EQUIPMENT IS IN EVERY RESPECT OF SATISFACTORY QUALITY.

 

12. TELECOMMUNICATIONS GOODS

Where Goods supplied are to be used in conjunction with British Telecom ("BT") lines or apparatus then the following additional Conditions shall apply: (i) BT shall have the right to require modifications to be carried out to Goods already installed and in use and the modifications will be carried out at the Buyer's expense (ii) the Buyer shall indemnify KIT Online against all and any liability, cost or expense arising out of or in connection with damage, loss or injury to BT goods or personnel in connection with or arising out of the Buyer's acts or omissions.

13. FORCE MAJEURE

KIT Online shall not be liable for any loss or damage and be entitled to cancel or rescind any Contract if the performance of its obligations under the Contract is in any way adversely affected by any cause whatsoever beyond KIT Online's control including (but not limited to) the delays or default of supplies or the defaults of any sub-contractor, act of God, explosion, fire or accident, war, threat of war, sabotage, insurrection, civil disturbance, requisition, Acts, restrictions, regulations, bye-laws, prohibitions or measures of any Government or Parliamentary or Local Authority, strike, lock-out, trade disputes, flood, accident to plant or machinery, shortage of materials or labour, import or export regulations or embargoes. If due to any such event KIT Online has insufficient stocks to satisfy an Order KIT Online may apportion available stocks between its customers at its sole discretion.

 

 

 

14. CONFIGURATION

14.1 The Buyer shall be solely responsible for the accuracy of a configuration services Order and KIT Online shall provide such services entirely under Buyer’s instruction without warranting that the configured Goods are satisfactory for the purpose for which it is required.

14.2 Configuration services have a warranty of 14 days from date of shipment to Buyer. KIT Online's sole liability in respect of any defective configuration services for which KIT Online is responsible shall be the repair (or at KIT Online's sole option, replacement) of the Goods on which the services have been performed. Claims under this clause 14.2 must be made within 21 days of the date of shipment.

15. DATA PROTECTION

15.1 The parties acknowledge and agree that some or all of the Services to be provided by KIT Online pursuant to an Order entered into pursuant to these Conditions may involve KIT Online processing Personal Data of which Buyer is the Data Controller. The parties acknowledge and agree that, in respect of such processing, for the purposes of the Data Protection Legislation, Buyer is the Data Controller and KIT Online is the Data Processor.

15.2 Buyer warrants that:

(i) it has all necessary and appropriate consents and notices in place to enable the lawful transfer of any Personal Data to KIT Online for the duration and purposes of any Contract;

(ii) all instructions given by it to KIT Online in respect of Personal Data shall at all times be in accordance with Data Protection Laws; and

(iii) it has undertaken due diligence in relation to KIT Online’s processing operations, and it is satisfied that KIT Online’s processing operations are suitable for the purposes for which the Buyer proposes to use the services and engage KIT Online to process the Protected Data.

15.3 KIT Online shall process the Personal Data only in accordance with Buyer's instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by Buyer.

15.4 KIT Online shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

15.5 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

15.6 KIT Online warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:

(i) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

(a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

(b) the nature of the data to be protected; and

(ii) take reasonable steps to ensure compliance with those measures.

15.7 On the basis KIT Online warrants to adhere to the remainder of this condition 15.7, Buyer consents to KIT Online engaging sub-processors for carrying out any processing activities in respect of the Protected Data.  Prior to appointing any such sub-processor, KIT Online warrants that:

(i) prior to the relevant sub-processor carrying out any processing activities in respect of the Protected Data, KIT Online appoints each sub-processor under a written contract containing materially the same obligations as under this condition 15;

(ii) KIT Online ensures each such sub-processor complies with all such obligations; and

(iii) KIT Online to remain fully liable for all the acts and omissions of each sub-processor as if they were its own.

15.8 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, penalties, fines, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this condition 15.

15.9 Buyer acknowledges that KIT Online is reliant on Buyer for direction as to the extent to which KIT Online is entitled to use and process the Personal Data. Consequently, KIT Online will not be liable for any claim brought by a Data Subject arising from any action or omission by KIT Online, to the extent that such action or omission resulted directly from Buyer's instructions.

15.10 The Buyer agrees that KIT Online may transfer Protected Data that is processed pursuant to KIT Online providing the goods and/or services in accordance with an Order to countries outside the European Economic Area (EEA)or to any International Organisation(s) (an International Recipient), provided all transfers by KIT Online of Protected Data to an International Recipient (and any onward transfer) shall (to the extent required under Data Protection Laws) be effected by way of appropriate safeguards and in accordance with Data Protection Laws.

15.11 KIT Online shall promptly (i) refer all data subject requests it receives to the Buyer and (ii) notify the Buyer of the Personal Data Breach and provide any necessary details of the same.

 

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