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In these conditions of sale ("Conditions"), unless the context requires otherwise:
"Supplier" means Kee Safety Systems and Services India Private Limited.
GST No:29AAICK2839E1ZD, CIN U29304KA2020FTC138152, whose registered office is at Plot No. 26, SY.NO. 3/2 situated at Vaishnodevi Industrial Estate Phase 14, VCRH+FQ, Chikkellur Venkatapura, Tavarekere Hobli, Bangalore SOUTH ,Karnataka 560074.
"Buyer" means the company, firm, body or person purchasing the Goods and/or Services;
"Goods" means the goods set out in the Order which the Supplier is to supply in accordance with these Conditions;
"Installation Conditions" means the Supplier's additional conditions of trading in relation to installation Services as updated from time to time by the Supplier and not set out in these Conditions;
"Intellectual Property Rights" includes patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, semiconductor topography rights, trademarks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing-off;
"Order" means a purchase order in respect of the Goods and/or Services issued by the Buyer to the Supplier;
"Services" means work and/or services or any of them to be performed by the Supplier for the Buyer pursuant to an Order.
1.1 These Conditions shall be incorporated into each contract ("Contract") for the supply of Goods and/or Services by the Supplier. The Contract will be subject to these Conditions alone (together with the Installation Conditions if installation Services are supplied). All terms and conditions appearing or referred to in an Order or otherwise stipulated by the Buyer shall have no effect.
1.2 No Order shall be deemed to be accepted by the Supplier until a written acknowledgement of it is issued by the Supplier or (if earlier) the Supplier delivers the Goods and/or commences the provision of Services to the Buyer.
1.3 Any variation of the Contract must be expressly agreed in writing and signed by the Supplier's duly authorised representative.
1.4 Any description contained in the Supplier's catalogues, samples, price lists or other advertising material is intended merely to present a general picture of the Supplier's Goods or Services and shall not form a representation or be part of the Contract.
1.5 Any quotation issued by the Supplier may be amended or withdrawn at any time prior to the formation of any contract concluded by reference thereto.
1.6 Where Goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.
2.1 If Goods and/or Services are supplied in accordance with the Buyer's specifications ("Specifications") the Buyer shall be solely responsible for the Specifications and ensuring that they are suitable and accurate.
2.2 The Supplier reserves the right to make any changes in the Specification of the Goods which are required to conform with any applicable statutory or EU and or local Indian GDPR
2.3 The Buyer shall be responsible for supplying the Specifications and any necessary information relating to the Goods and/or Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
2.4 The Supplier shall, prior to delivery, be entitled at its discretion to substitute for the Goods forming the subject of the Order similar goods from the same or an alternative source, or to make modifications or alterations to the Goods provided that:
2.4.1 in the case of substituted Goods, the alternative goods supplied shall be of equivalent or better quality or performance to the substituted Goods;
2.4.2 in the case of modified and altered Goods, such modifications or alterations to the Goods shall not materially affect their quality or performance.
No contract may be cancelled, suspended or varied by the Buyer except with the agreement in writing of the Supplier and on terms that the Buyer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of a cancellation, suspension or variation.
4.1 Packaging for the Goods shall be at the discretion of the Supplier which shall have the right to pack the Goods in such manner and with such materials and in such quantities as it in its absolute discretion thinks fit unless detailed packaging instructions are received from the Buyer and agreed in writing by the Supplier prior to agreeing a price for the Goods.
4.2 Unless otherwise specified, packing cases and packing materials will be charged extra but, where stated to be returnable, will be credited in full on return to the Supplier's works carriage paid in good condition, within one month of receipt by the Buyer. Where not returnable, the Buyer will dispose of all packing in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
4.3 The Supplier uses all reasonable endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Supplier for breakage or damage in transit on the ground of alleged unsuitability for packing.
5.1 All prices shall be as stated by the Supplier. Any acceptance by the Buyer of a quotation given by the Supplier shall constitute an Order.
5.2 Except as otherwise stated under the terms of any quotation or in any price list of the Supplier and unless otherwise agreed in writing between the Buyer and the Supplier, all prices are given by the Supplier on an ex works basis, and where the Supplier agrees to deliver the Goods otherwise than at the Supplier's premises, the Buyer shall be liable to pay the Supplier's charges for transport, packaging and insurance and other incidental costs.
5.3 The Supplier reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier, any change in delivery dates, quantities or specifications for the Goods and/or Services which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions.
5.4 The Supplier reserves the right to invoice the Buyer for any additional goods or services reasonably required in order to provide the Services.
5.5 Where the price for the Goods or Services is varied in accordance with Condition 5.3 or 5.4 the price as varied shall be binding on both parties.
5.6 There shall be added to the price for the Goods or Services any cost of value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods or performance of the Services (whether initially charged on or payable by the Supplier or the Buyer).
5.7 Quotations in a currency other than US Dollar are based on the rate of exchange at the time of quoting and unless otherwise stated the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
5.8 The Supplier shall be entitled to levy, in addition to the price of the Goods or Services, small order charges as applicable from time to time.
5.9 The Supplier may, in its absolute discretion, grant to the Buyer a discount on stated prices for the Goods, provided payment therefor is received by the Supplier prior to the due date and shall be entitled to withdraw such discount facility at its absolute discretion.
6.1 Subject to any special terms agreed in writing between the Supplier and the Buyer, liability for payment shall arise in respect of Goods supplied, on delivery and in respect of Services supplied, upon completion thereof. The Supplier shall be entitled accordingly to invoice the Buyer for the price of the Goods and/or Services on or at any time after delivery or completion respectively, unless:
6.1.1 in the case of Goods, these are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Buyer for the price at any time after the Supplier has notified the Buyer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods and the Supplier shall be entitled to charge the Buyer for storage, insurance and other expenses reasonably incurred or suffered by the Supplier as a result of such failure but the Supplier shall not be bound to take any steps for the custody or care of the Goods (such goods being at the Buyer's risk) or be liable (to the fullest extent that exclusion is permitted by law) for any loss or damage suffered by the Buyer as a result of the Buyer's failure to collect or take delivery; or
6.1.2 in the case of Services, the Buyer fails to make such arrangements as are required by the Supplier to carry out the Services in accordance with Condition 7.3 in which event the Supplier shall be entitled to invoice the Buyer for the price at any time after the date on which it should otherwise have commenced provision of the Services.
6.2 When deliveries are spread over a period each consignment will be invoiced as despatched and each month's invoices will be treated as a separate account and be payable accordingly.
6.3 Unless otherwise agreed by the Supplier, the Buyer shall pay the price of the Goods and/or Services (less any discount agreed in writing by the Supplier, but without any other deduction or set-off) within 21 days from the end of the month following the date of the Supplier's invoice.
6.4 Time of payment shall be of the essence. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
6.4.1 Cancel the Contract or suspend any further deliveries or performance under the Contract or any other contract so long as the default continues; and/or
6.4.2 Charge the Buyer interest (both before and after any judgment) on the amount unpaid in accordance with the Late Payment of Commercial Debts Regulations 2002 or Local Regulatory Authority in which the Kee Safety Business is licensed until payment in full is made; and/or
6.4.3 Withdraw or cancel immediately any discount for prompt payment which has been agreed with or has been granted to the Buyer or to which the Buyer is entitled and debit the Buyer's account accordingly; and/or
6.4.4 Withdraw any credit facilities that the Buyer may have with the Supplier.
6.4.6 Place the account of the Buyer on hold if no payments are overdue by thirty days.
7.1 Delivery shall take place when the Goods are unloaded at or delivered to the Buyer's premises or other delivery location agreed between the Supplier and the Buyer except that:
7.1.1 if the Buyer collects or arranges collection of the Goods from the Supplier's premises, or nominates a carrier for the Goods, delivery shall take place when the Goods are loaded on to the Buyer's or carrier's vehicle; or
7.1.2 if the Goods are ready to be despatched from the premises of the Supplier to the Buyer and the Buyer has failed or refused to provide the Supplier with detailed delivery instructions and/or the place for delivery has not been agreed in writing by the Supplier, delivery shall take place when the Supplier has notified the Buyer that it is awaiting specific delivery instructions and/or that the place for delivery has not been agreed.
7.2 If the Order does not set out specific delivery and/or installation dates then without prejudice to the provisions of Condition 1.2, the date(s) for delivery and/or installation shall be agreed between the Parties, acting reasonably, subsequent to the date of the Contract.
7.3 Subject to Condition 7.4, the dates for performance and completion of the Services shall be as agreed between the parties and the Buyer shall permit the Supplier all necessary and safe access to its premises or procure such permission when installation is to occur at premises not owned by it to enable the Supplier to perform the Services. The Buyer shall comply with all instructions and perform all steps required by the Supplier to enable the Supplier to perform the Services.
7.4 The dates for delivery of the Goods or for performance of the Services are approximate and time is not of the essence for delivery or performance.
7.5 The Buyer shall accept immediate delivery or arrange to collect the Goods or arrange suitable storage, failing which the Supplier may either:
7.5.1 effect delivery by whatever means it considers most appropriate; or
7.5.2 arrange storage at the Buyer's risk and expense pending delivery; or
7.5.3 resell or otherwise dispose of the Goods without prejudice to any other rights the Supplier may have against the Buyer for breach of contract or otherwise.
7.6 The Buyer shall indemnify the Supplier against all costs, losses and expenses suffered or incurred as a result of its failure to accept immediate delivery.
7.7 Where the Contract provides for delivery by instalments each instalment shall constitute a separate contract and any delay, failure or defect in any one or more instalments delivered shall not entitle the Buyer to reject or cancel delivery or performance of any further instalment of the Contract or any other order from the Buyer or to repudiate the Contract.
7.8 The quantity of the Goods delivered under the Contract shall be recorded by the Supplier upon despatch from the Supplier's premises and the Supplier's record shall be accepted by the Buyer as conclusive evidence of the quantity delivered.
8.1 The Buyer shall examine the Goods upon delivery, or, in respect of the sale of Goods, upon receipt and the Buyer shall:
8.1.1 notify in writing the Supplier and the carrier where relevant within three working days of the proposed date of delivery of any non-delivery or short delivery;
8.1.2 notify in writing the Supplier and the carrier where relevant within three working days of such delivery or receipt of any apparent damage, defect or shortage;
8.1.3 notify in writing the Supplier within three working days of such delivery or receipt of any goods despatched by the Supplier to the Buyer in error.
8.2 Notification under Condition 8.1 shall be first notice in writing delivered by email or by first class recorded delivery mail (if within the UK) or by courier (if outside the UK) and addressed to the Supplier at the Supplier's address contained herein unless specified otherwise by the Supplier.
8.3 The Buyer shall comply with the carrier's rules, regulations and requirements so as, when appropriate, to enable the Supplier to make a claim against the carrier in respect of any damage or loss in transit.
8.4 In default of notification pursuant to the provisions of this Condition 8, subject to any claim which the Buyer may have under Condition 9, the Supplier shall be deemed conclusively to have properly performed its obligations under the Contract.
8.5 The Supplier may at its sole discretion take back any Goods which the Buyer does not require and issue to the Buyer a credit note for the price of such Goods provided that:
8.5.1 the Buyer has not used the Goods;
8.5.2 the Goods are not in any way damaged or altered from the condition in which they were delivered to the Buyer;
8.5.3 the Goods were at all times stored indoors by the Buyer in packaging giving the Goods protection equivalent to or better than that afforded by the packaging in which the Goods were delivered to the Buyer;
8.5.4 the Buyer shall pay the Supplier's reasonable costs of collecting and re-stocking the Goods; and
8.5.5 the Buyer shall render all reasonable assistance in the arrangements for collection and return of the Goods.
8.6 The Supplier shall be under no obligation to accept the return of Goods except in accordance with Conditions 8.1.2, 8.1.3, 9 and 11.
9.1 In respect of any component of any Goods supplied which is not manufactured by the Supplier, the warranties given by the Supplier will be equivalent to the warranty (if any) which the Supplier received from the manufacturer or supplier of such component but not so as to impose a liability greater than that imposed on the Supplier by the warranty in Condition 9.2 and the warranties given pursuant to this Condition shall in any event apply only if the Buyer has given the Supplier written notice and satisfactory proof of any relevant defect within the applicable period specified in Condition 9.2.
9.2 The Supplier warrants that (subject to the other provisions of these Conditions and to the exclusion of the components the subject of Condition 9.1) for a period of 12 months from the date of delivery, the Goods will be free from material defects in workmanship or material provided that the fastenings which form part of the Goods are not guaranteed against corrosion.
9.3 The Supplier shall not be liable for a breach of the warranty in Condition 9.2 unless:
9.3.1 The Buyer gives written notice of the defect to the Supplier, and (if the defect is as a result of damage in transit) to the carrier, within seven days of the time when the Buyer discovers or ought to have discovered the defect and shows to the satisfaction of the Supplier that the Goods are defective in workmanship or material; and
9.3.2 The Supplier is given a reasonable opportunity after receiving the notice of the defect to examine such Goods and the Buyer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Buyer's cost for the examination to take place there.
9.4 The Supplier shall not be liable for a breach of the warranty in Condition 9.2 if:
9.4.1 the Buyer makes any further use of such Goods after giving such notice;
9.4.2 the defect arises because the Buyer failed to use the Goods in their ordinary course or failed to follow the Supplier's oral or written instructions or advice (including without limitation any technical literature/manual as made available by the Supplier from time to time) as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
9.4.3 the Buyer (or any third party) alters, replaces, repairs or fits parts to the Goods which were not supplied by the Supplier, or without the written consent of the Supplier;
9.4.4 the Goods have been stored, handled or applied in such a way that damage is likely to occur;
9.4.5 the defect in the Goods arises from any free issue materials or any drawing, design or specification supplied by the Buyer;
9.4.6 the defect arises as a result of fair wear and tear, wilful damage or negligence of the Buyer or abnormal working conditions; or
9.4.7 the Buyer has incorporated the Goods (other than with the prior approval of the Supplier) into structures including, without limitation, structures which contain fittings similar to the Goods which are not produced by the Supplier.
9.5 Subject as expressly provided in Conditions 9.1, 9.2 and 9.3, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.6 Subject to Conditions 9.3 and 9.4, if any of the Goods do not conform with the warranty in Condition 9.2, the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, the Buyer shall at the Buyer's expense, return the Goods or the part of such Goods which is defective to the Supplier.
9.7 If the Supplier complies with Condition 9.6 it shall have no further liability for a breach of the warranty in Condition 9.2 in respect of such Goods.
9.8 Any Goods replaced will belong to the Supplier and any repaired or replacement Goods will be guaranteed on these Conditions for the unexpired portion of the 12 month period.
9.9 Where the Buyer can show that any of the Services have not been provided with reasonable skill and care, the Supplier shall re-perform those Services and provided that the Supplier complies with its obligations under this Condition 9.9 it shall, subject to Condition 9.10 have no further liability in respect of the Services.
9.10 Save for liability for death or personal injury arising from the Supplier's negligence and for liability arising under the Consumer Protection Act 1987 and or Local Regulatory Authority in which the Kee Safety Business unit is legally licensed (which if proved is not excluded), the Supplier's option to repair, replace, re-perform or refund as aforesaid shall constitute the full extent of the Supplier's liability in respect of any loss or damage sustained by the Buyer (whether caused by any breach of the Contract or by misrepresentation (unless fraudulent) or by the negligence of the Supplier, its employees or agents or arising from any other cause whatsoever) and the Supplier shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential (including loss of profits) suffered by the Buyer arising therefrom.
9.11 The cost to the Supplier of and incidental to the return by the Buyer to the Supplier of any of the Goods delivered hereunder shall, except to the extent that the Supplier has accepted responsibility hereunder, be the responsibility of the Buyer who shall indemnify the Supplier against any such costs including, but without limitation to the generality of the foregoing, costs of transport and testing or any other cost or loss to the Supplier arising therefrom.
9.12 Save for liability for death or personal injury arising from the Supplier's negligence, liability for fraudulent misrepresentation and for liability arising under the Consumer Protection Act 1987 and or Local Regulatory Authority in which the Kee Safety Business is licensed (which if proved is not excluded), the maximum liability of the Supplier under or in connection with the Contract shall not exceed the price of the Goods or Services.
9.13 In respect of the provision of the installation Services:
9.13.1 the Supplier is not responsible for the supply of craneage, which may be supplied by the Supplier to the Buyer at extra cost;
9.13.2 the Supplier assumes that any drilling and fixing is to be in a suitable substrate, unless it has been advised otherwise by the Buyer;
9.13.3 where pre-cast holes have not been provided, the Supplier will undertake drilling through brick, concrete and stone at extra cost to the Buyer, although the Supplier does not accept liability for any damage caused to concrete, brick, stone or any special finish;
9.13.4 the Supplier does not accept any responsibility for the suitability of the civil structure in relation to the support of the mechanical structure that is being installed;
9.14.5 the Buyer is responsible for ensuring that the watertight integrity of the civil structure is maintained and the Supplier does not accept any responsibility or liability in this regard;
9.13.6 unless advised to the contrary the Supplier assumes that all civil structures are solid and suitable for accepting mechanical/chemical anchors as necessary and the Supplier shall have no responsibility for checking or ensuring that this is the case;
9.13.7 the Supplier shall line, level and grout only, and the Buyer acknowledges that all other building work, including, but not limited to, excavating, making good foundations or special finishes is not the responsibility of the Supplier;
9.13.8 after inspection and acceptance of the Services, the Supplier does not accept any liability for damage to the installation;
9.13.9 the Supplier will not be liable for the protection of colour coated materials although it may provide protection at extra cost to the Buyer save that under no circumstances shall the Supplier be liable for any such damage caused by a third party.
10.1 Unless the Contract otherwise stipulates, and save in respect of Goods sold outside the United Kingdom and or Country in which the Kee Safety Business is licensed pursuant to the provisions of Condition 13, risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the Goods in accordance with Condition 7 or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the goods are supposed to be delivered to buyer.
10.2 Notwithstanding that risk in the Goods shall pass to the Buyer in accordance with Condition 10.1, legal and beneficial ownership of the Goods shall remain with the Supplier until payment in full has been received by the Supplier:
10.2.1 for those Goods; 10.2.2 for any other goods supplied by the Supplier;
10.2.3 of any other monies due from the Buyer to the Supplier on any account.
10.3 Until property in the Goods passes to the Buyer under Condition 10.2 the Buyer shall:
10.3.1 be bailee of the Goods;
10.3.2 keep the Goods separately and readily identifiable as the property of the Supplier.
10.4 Notwithstanding Condition 10.2, the Buyer may as principal in the ordinary course of its business sell the Goods by bona fide sale at full market value.
10.5 Goods shall be deemed sold or used in the order delivered to the Buyer.
10.6 Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Supplier and the Buyer only) be treated as if made by the Buyer as agent for the Supplier.
10.7 If Goods in which property has not passed to the Buyer are mixed with or incorporated into other goods the property in those other goods shall be held on trust by the Buyer for the Supplier to the full extent of the sums recoverable by the Supplier under Condition 10.2.
10.8 The proceeds of sale of any Goods and any other goods referred to in Condition 10.7 shall be held by the Buyer in trust for the Supplier to the extent of all sums recoverable by the Supplier under Condition 10.2.
10.9 The Buyer shall keep any proceeds of sale as referred to in Condition 10.8 in a separate account but in any event the Supplier shall have the right to trace such proceeds.
10.10 The Buyer assigns to the Supplier all rights and claims the Buyer may have against its own customers and others in respect of the Goods specified in Condition 10.6, goods specified in Condition 10.7 and proceeds of sale specified in Condition 10.8.
10.11 At any time before property in the Goods passes to the Buyer (whether or not any payment to the Supplier is then overdue or the Buyer is otherwise in breach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):
10.11.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
10.11.2 require delivery up to it of all or any part of the Goods;
10.11.3 terminate the Buyer's authority to resell or use the Goods forthwith by written notice to the Buyer which authority shall automatically terminate (without notice) upon any insolvency of the Buyer or it going into liquidation (as defined in the Insolvency Act 1986) or it having a receiver appointed or calling a meeting of its creditors or any execution or distress being levied on Goods in its possession.
10.12 The Supplier may at any time appropriate to such indebtedness as it thinks fit sums received from the Buyer notwithstanding any purported appropriation by the Buyer.
11.1 The Supplier may at any time and in its absolute discretion request, either orally or in writing, the recall of any Goods supplied to the Buyer ("Recall"). Where such a request is made orally, it shall be confirmed by the Supplier in writing.
11.2 The reasonable cost of collection of any Goods subject to Recall shall be borne by the Supplier and the Buyer shall render all reasonable assistance in the arrangements for collection and return of such Goods.
11.3 If the Goods cannot be replaced within a reasonable period, the Supplier shall issue to the Buyer a credit note for the price then current of the Goods subject to Recall.
12.1 The Supplier may, without prejudice to its rights and remedies under these Conditions, stop all Goods in transit and suspend further deliveries and/or suspend performance of the Services and/or by notice to the Buyer may terminate the Contract immediately if:
12.1.1 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
12.1.2 the ability of the Buyer to meet its obligations under the Contract shall, in the opinion of the Supplier, become impaired; or
12.1.3 the Buyer shall commit any breach of the Contract.
12.2 If the Supplier terminates the Contract in accordance with Condition 12.1 the Buyer shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination.
12.3 The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding the termination of this Contract for any reason.
13.1 In respect of the sale of Goods outside the United Kingdom and or Country in which the Kee Safety Business is licensed ("Export Sale(s)") the provisions of this Condition 13 shall (subject to any special terms agreed in writing between the Buyer and the Supplier) apply notwithstanding any other provision of these Conditions.
13.2 Unless otherwise specifically agreed in writing between the Buyer and the Supplier, all Goods for Export Sale shall be delivered ex works and the Supplier shall be under no obligation to give notice under or Local Regulatory Authority in which the Kee Safety Business is leagally licensed.
13.3 Prices in respect of Export Sales are given by the Supplier ex works unless otherwise agreed in writing between the Supplier and the Buyer.
13.4 Unless the Buyer has opened a credit account with the Supplier in accordance with the provisions of Condition 13.5, payment in respect of Export Sales shall be made by the Buyer to the Supplier either:
13.4.1 by cash, cheque or credit card upon placing an Order or otherwise before delivery; or
13.4.2 by means of a confirmed irrevocable letter of credit opened in the Supplier's name before the specified delivery date with the Supplier's bankers (HSBC India) and drawn in India on presentation on the bills of lading;
13.4.3 by acceptance by the Buyer and delivery to the Supplier of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Supplier at HSBC India as specified in the bill of exchange.
13.5 The Buyer warrants that if an import licence or permit is required for the importation of the Goods into the country of destination then such import licence or permit has been obtained or will be obtained prior to shipment.
14.1 Test certificates and/or certificates of conformity in respect of the Goods will only be provided by the Supplier if specifically requested by the Buyer at the time of placing the Order.
14.2 Test certificates and/or certificates of conformity and any work carried out by the Supplier in connection with obtaining such test certificates and/or certificates of conformity as required by the Buyer will be charged in addition to the price quoted together with the cost of any additional material forgings or finished parts which may be destroyed or damaged.
14.3 ORIGINAL TESTING CERTIFICATES and/or WARRANTIES shall only be given when full payment is received.
14.4 Third Party testing requirement may void the warranty unless the third-party company is a licensed installer or approved by Kee Safety Group. A Annual Maintenance contract is required to be agreed as per the specified number of years agreed on the warranty or any contract signed by both parties.
14.5 Annual maintenance contracts if agreed in conjunction with the Kee Safety warranty shall be chargeable annually and or as specified in the terms and conditions of the agreement.
14.6 KeeLine Fall Protection products shall NOT be sold on a supply only basis. A minimum requirement of Supervision by a Kee Safety approved installer is required. Charges may apply.
15.1 Insofar as the performance of the Contract by the Supplier may be affected by any strike, any lack of available shipping or transport or materials, any restriction regulation or decree by any local or municipal authority or government department or by any cause beyond the Supplier's reasonable control (which shall be construed without reference to the preceding causes) the Supplier may elect, at its absolute discretion, either:
15.1.1 to terminate the Contract; or
15.1.2 to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances.
15.2 In the event that the Supplier makes an election under Condition 15.1 the Buyer shall accept the Goods or such part of them as are delivered to it notwithstanding any delay.
16.1 All Intellectual Property Rights in the Goods shall remain the property of and vested in the Supplier save for Intellectual Property Rights in any component of the Goods which may belong to a third party.
16.2 The Buyer acknowledges that it will not modify, adapt, reproduce or copy the Goods.
16.3 The Buyer shall notify the Supplier of any infringement of the Intellectual Property Rights of the Supplier of which it becomes aware and shall provide such reasonable assistance and information as the Supplier shall request to enable the Supplier to take action against such infringement.
16.4 The Buyer shall indemnify and keep indemnified the Supplier from and against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any Intellectual Property Rights resulting from compliance by the Supplier with the Buyer's instructions (which shall include but not be limited to the Specifications), whether express or implied.
The Buyer agrees upon demand to indemnify the Supplier against all losses, damages, injury, costs and expenses of whatever nature suffered by the Supplier to the extent that the same are caused by or related to:
17.1 designs, drawings or specifications given to the Supplier by the Buyer in respect of the Goods and/or Services;
17.2 defective materials or products supplied by the Buyer to the Supplier and incorporated by the Supplier in the Goods; or
17.3 the improper incorporation, assembly, use, processing, storage or handling of Goods by the Buyer.
18.1 None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of the Supplier.
18.2 The Supplier shall be entitled to subcontract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Supplier (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above. For these purposes the Buyer is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.
20.1 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class letter post or email transmission.
20.2 Any notice or document shall be deemed served, if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by email transmission, at the time of transmission.
The invalidity, illegality or unenforceability of any provision of these Conditions in whole or in part shall not prejudice the effectiveness of the rest of these Conditions or the remainder of any part of a Condition affected.
No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provisions of these Conditions is found to be illegal, void, invalid and/or otherwise unenforceable, such provision shall to that extent be deemed to be severed and deleted from these Conditions without prejudice to the rest of these Conditions which shall continue in full force and effect.
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 and or Local Regulatory Authority in which the Kee Safety Business is licensed to enforce any term of the Contract. This Condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
25.1 The Contract shall be governed by the laws of India.
25.2 the Buyer agrees to submit to the exclusive jurisdiction of the courts of Bengaluru India.
1. Introduction
Our aim is to keep this Agreement as readable as possible, but in some cases for legal reasons, some of the language is required "legalese".
This terms of service document was generated by Enzuzo, our data privacy and compliance vendor, using information and details specific to our business.
2. Your Acceptance of this Agreement
These terms of service are entered into by and between You and KEE SAFETY SYSTEMS AND SERVICES INDIA PRIVATE LIMITED, d/b/a KEE SAFETY INDIA ("Company," "we," "our," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively "Terms of Service"), govern your access to and use of keesafety.in , including any content, functionality, and services offered on or through keesafety.in (the "Website").
Please read the Terms of Service carefully before you start to use the Website.
By using the Website [or by clicking to accept or agree to the Terms of Service when this option is made available to you], you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Service, you must not access or use the Website.
You must be at least 13 years old to use this Website. However, children of all ages may use the Website if enabled by a parent or legal guardian. If you are under 18, you represent that you have your parent or guardian's permission to use the Website. Please have them read these Terms of Service with you.
If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Website, you are subject to the terms of these Terms of Service and responsible for your child's activity on the Website.
BY ACCESSING AND USING THIS WEBSITE, YOU:
ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF SERVICE; YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH US; AND, YOU AGREE IF YOU ACCESS THE WEBSITE FROM A JURISDICTION WHERE IT IS NOT PERMITTED, YOU DO SO AT YOUR OWN RISK.
3. Updates to Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.
Continuing to use the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.
4. Your Responsibilities
You are required to ensure that all persons who access the Website are aware of this Agreement and comply with it. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.
YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET AND DATA SECURITY.
5. Prohibited Activities
You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:
Additionally, you agree not to:
6. Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
You must not:
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
7. Our Rights
We have the right, without provision of notice to:
YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR BY LAW ENFORCEMENT AUTHORITIES.
8. Third-Party Links and Content
For your convenience, this Website may provide links or pointers to third-party sites or third-party content. We make no representations about any other websites or third-party content that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the third-party content or any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
9. Disclaimers, Liability and Indemnification
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY GOODS, DIGITAL PRODUCTS, SERVICES, INFORMATION OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY GOODS, SERVICES, DIGITAL PRODUCTS, INFORMATION OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE NO WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS OR THAT ANY GOODS, SERVICES, DIGITAL PRODUCTS, INFORMATION OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE CODE.
How We Limit Our Liability to You
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY NOR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE UNDER THESE TERMS OF SERVICE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Service or your use of the Website including, but not limited to, third-party sites and content, any use of the Website's content and services other than as expressly authorized in these Terms of Service or any use of any goods, digital products and information purchased from this Website.
10. Privacy Policy
Your provision of personal information through the Website is governed by our privacy policy located at https://app.enzuzo.com/policies/privacy/8a31444a-6c39-11f0-9cc8-4b0db1c457db (the "Privacy Policy").
11. Governing Law
The Website and these Terms of Service will be governed by and construed in accordance with the laws of India and any applicable federal laws applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to this Website and/or under these Terms of Service will be instituted in the courts of the Country of India, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms of Service or the rights and obligations of the parties under these Terms of Service.
12. Severability
If any provision of these Terms of Service is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms of Service will continue in full force and effect.
13. Entire Terms of Service
These Terms of Service constitute the entire and only Terms of Service between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous Terms of Services, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of these Terms of Service, save those expressly set out in these Terms of Service, and that they shall have no rights or remedies with respect to such subject matter otherwise than under these Terms of Service save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of these Terms of Service shall be effective unless it is in writing and signed by or on behalf of Company.
14. Waiver
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
15. Notice
We may provide any notice to you under these Terms of Service by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To give us notice under these Terms of Service, you must contact us as follows: (i) by personal delivery, overnight courier or registered or certified mail to KEE SAFETY SYSTEMS AND SERVICES INDIA PRIVATE LIMITED, Plot No. 26, SY.NO. 3/2 situated at Vaishnodevi Industrial Estate Phase 14, VCRH+FQ, Chikkellur Venkatapura, Tavarekere Hobli, Bangalore SOUTH, Karnataka 560074, Bengaluru , Karnataka , 560074 , IN . We may update the address for notices to us by posting a notice on this Website. Notices provided by personal delivery will be effective immediately once personally received by an authorized representative of Company. Notices provided by overnight courier or registered or certified mail will be effective once received and where confirmation has been provided to evidence the receipt of the notice.
Last Updated: 9/17/2025Powered By Enzuzo