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STANDARD TERMS & CONDITIONS FOR THE SUPPLY OF GOODS

STANDARD TERMS & CONDITIONS FOR THE SUPPLY OF GOODS
 
1. THESE TERMS

1.1. These are the terms and conditions on which we supply goods and/or services to you.
1.2. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide
products to you, how you and we may change or end the contract, what to do if there is a problem and other important
information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3. In some areas you will have different rights under these terms depending on whether you are a business or consumer. You
are a consumer if:
      (a) you are an individual; or
      (b) you are buying goods from us wholly or mainly for your personal use (not for use in connection with your trade,
           business, craft or profession).
 
1.4. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You
acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by
or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this agreement.
 
2. INFORMATION ABOUT US AND WHO WE ARE

2.1. We are Sylvester Keal Ltd a company registered in England and Wales. Our company registration number is 03857573 and
our registered office is at Westside Business Park, Estate Road 2 South Humberside, Industrial Estate, Grimsby, North East
Lincolnshire, DN31 2TG. Our registered VAT number is 455 4758 18
2.2. You can contact us by telephoning our customer service team at +44 1472 352033 or by writing to us at
sales@sylvesterkeal.co.uk Westside Business Park, Estate Road No 2, South Humberside Industrial Estate, Grimsby, North
East Lincolnshire, DN31 2TG.
2.3. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided
to us in your order.
2.4. When we use the words "writing" or "written" in these terms, this includes emails.
 
3. OUR CONTRACT WITH YOU

3.1. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into
existence between you and us.
3.2. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the goods. This might
be because the goods are out of stock, because of unexpected limits on our resources which we could not reasonably plan
for, because we have identified an error in the price or description of the goods or because we are unable to meet a delivery
deadline you have specified.
3.3. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell
us the order number whenever you contact us about your order.
3.4. [Our website is solely for the promotion of our goods in the UK. Unfortunately, we do not accept orders from addresses
outside the UK.]
 
4. DESCRIPTION OF GOODS & SUPPLY

4.1. The images of the goods on our website are for illustrative purposes only. Although every effort is made to ensure that the
illustrations, price, description measurement and specification of goods or services in our catalogue, brochures and website
are correct, such information is published for the sole purpose of giving an approximate idea of the goods or services
represented. Due to a policy of continuous improvement, products or services supplied may differ slightly from the image or
services in the catalogue, brochure or website.
4.2. The packaging of the goods may vary from that shown in images in our catalogue, brochures or on our website.
4.3. If any products or services ordered become no longer available from the manufacturer, we reserve the right to supply an
alternative product or service at the same price as the one originally ordered.
4.4. We may at any time make any changes to the products or services supplied:
      (a) which are necessary to comply with any applicable safety or other statutory requirements;
      (b) to reflect changes in relevant laws and regulatory requirements; or
      (c) to implement minor technical adjustments and improvements which do not materially affect the nature or quality of
           the product or service.
 
4.5. If you wish to make a change to the goods you have ordered please contact us. We will let you know if the change is
possible. If it is possible we will let you know about any changes to the price of the goods, the timing of supply or anything
else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead
with the change.
4.6. We may have to suspend the supply of goods to:
       (a) deal with technical problems or make minor technical changes;
       (b) update the goods to reflect changes in relevant laws and regulatory requirements;
       (c) make changes to the goods as requested by you or notified by us to you (see clause 4.5 ).
 
4.7. We will contact you in advance to tell you we will be suspending supply of the goods, unless the problem is urgent or an
emergency. If we have to suspend the goods for longer than three months in any 12 month period we will adjust the price so
that you do not pay for goods while they are suspended. You may contact us to end the contract for supply of goods if we
suspend it, or tell you we are going to suspend it, in each case for a period of more than three months and we will refund
any sums you have paid in advance for the goods in respect of the period after you end the contract.
 
5. ORDERS/HIRING

5.1. You shall be responsible for ensuring the accuracy of any order or hired equipment.
5.2. Goods are not sold on a trial basis. You should check specifications and suitability before ordering. By placing an order with
us, you expressly confirm that you have checked the specifications and suitability for the product(s) you are ordering/hiring.
We do not warrant the suitability of goods for specific applications nor for any items that do not fit into your premises
including sizes of doorways and entry points.
 
6. PRICE OF GOODS

6.1. The price of the goods (which excludes VAT) will be the price indicated on the order pages when you placed your order. We
use our best efforts to ensure that the price of the goods advised to you is correct.
6.2. The price quoted may be subject to delivery charges unless stated that it is inclusive.
6.3. Prices quoted are for the supply of the goods only unless stated that the order is inclusive of installation.
6.4. If the rate of VAT changes between your order date and the date we supply the goods, we will adjust the rate of VAT that
you pay, unless you have already paid for the goods in full before the change in the rate of VAT takes effect.
 
7. TERMS OF PAYMENT

7.1. Unless otherwise agreed, payment is required prior to or upon delivery of the goods. Where we agree to issue an invoice or
give credit, you must pay the invoice within 30 days of the invoice date.
7.2. For so long as any amount to be paid for goods remains owing, title of the goods will remain with us and will not pass to you
until we have received full payment including any interest due. We reserve the right to claim settlement of any outstanding
amounts due before this date if there is any change in your financial circumstances.
7.3. We reserve the right to enter any premises on which goods are stored in order to recover them.
7.4. If you do not pay us for the goods when you are supposed to (see clause 7.1 ) and you still do not make payment within 14
days of us reminding you that payment is due, we may:
       (a) suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we
            are suspending supply of the products;
       (b) charge interest at a rate of 8% above the base rate from time to time of HSBC UK Bank Plc on any amount not
            received by the due date until such amount is received, both before and after judgement, if applicable, until payment
            of cleared fund has been received; and
       (c) recover from you on a full indemnity basis together with interest thereon, all costs incurred by us in obtaining
            payment of the overdue amount, including solicitor's fees and costs associated with so doing.
7.5. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
 
8. DELIVERY
 
8.1. The costs of delivery will be as displayed to you on our website.
8.2. We will use reasonable endeavours to deliver the goods within the time agreed when you place an order. However any such
delivery is not guaranteed, even if you pay a surcharge for a timed /guaranteed service.
8.3. If our supply of the goods is delayed by an event outside our control then we will contact you as soon as possible to let you
know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused
by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any
goods you have paid for but not received.
8.4. Wherever possible we will deliver from stock held in our warehouse. For items not in stock, delivery will normally be made
directly from our supplier.
8.5. If you have asked to collect the goods from our premises, you can collect them from us at any time during our working
hours of 08.00am – 4.30pm on weekdays (excluding public holidays) [and Saturdays.]
8.6. If no one is available at your address to take delivery and the goods cannot be posted through your letterbox, we will leave
you a note informing you of how to rearrange delivery or collect the goods from a local depot.
8.7. If you do not collect the goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or
collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any
further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we
may end the contract and clause 15.2 will apply.
8.8. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for
this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to
contact you or re-arrange access to your property we may end the contract and clause 15.2 will apply.
8.9. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you
or a carrier organised by you collect it from us. You own a product which is goods once we have received payment in full.
 
9. DEFECTIVE PRODUCTS – IF YOU ARE A CONSUMER

9.1. If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box
below for a summary of your key legal rights in relation to the goods. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
 
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please
visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of
satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
       a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.
       b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
       c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 13.3 .
 
If your product is services, the Consumer Rights Act 2015 says:
        a) You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money
            back if we can't fix it.
        b) If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
        c) If you haven't agreed a time beforehand, it must be carried out within a reasonable time.
See also clause 13.2 .
9.2. If you are a consumer and you wish to exercise your legal rights to reject products you must either return them in person to
where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We
will pay the costs of postage or collection. Please call customer services on +44 1472 352033 or email us at
sales@sylvesterkeal.co.uk for a return label or to arrange collection.
 
10. RETURNS

10.1. If you are a business customer, goods which have been incorrectly ordered will only be accepted for return with our prior
approval. Goods may not be returned without prior authorisation. Prior to return, please contact the office on 01472 352033
or your area rep to arrange returns. Such goods will only be accepted if they are correctly packed in the original packaging,
with original manuals and have not been used. A restocking charge of 20% will be levied on all such goods.
10.2. Customers are responsible for ensuring goods are returned in suitable packaging and for obtaining the necessary proof of
delivery and receipt.
 
11. WARRANTY – BUSINESS CUSTOMERS

11.1. If you are a business customer we warrant that on delivery, and for a period of 12 months from the date of delivery
(warranty period), any products which are goods shall:
        (a) conform in all material respects with their description and any relevant specification; and
        (b) be free from material defects in design, material and workmanship.
11.2. Where back to base warranty is applicable, it is your responsibility to return the item to us and to ensure the item is
adequately packaged / protected if using 3rd party transport. We accept no responsibility whatsoever for damage to items
during transit to or from our premises.
11.3. Subject to clause 11.4 , if:
         (a) you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not
                comply with the warranty set out in clause 11.1 ;
         (b) we are given a reasonable opportunity of examining such product; and
         (c) you return such product to us at your cost,
               we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
11.4. We will not be liable for a product's failure to comply with the warranty in clause 11.1 if:
         (a) you make any further use of such product after giving a notice in accordance with clause 11.3(a) ;
         (b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation,
               commissioning, use or maintenance of the product or (if there are none) good trade practice;
         (c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
         (d) you alter or repair the product without our written consent;
         (e) the product has been misused for a purpose for which the manufacturer has not intended it to be used for;
         (f) maintenance requirements have not been adhered to;
         (g) the product has been subject to less than adequate cleaning and ventilation, where this will inhibit the performance
              of the product;
         (h) the product is installed by anyone other than a certified trade professional relative to the item in question;
         (i) if the product installed by anyone other than our approved installers, if installation is included in the product price; or
         (j) if the product is a glass or dishwasher, coffee machine or combi oven and it is installed without a water softener
             unless prior agreed by us.
 
11.5. Where the fault arises through operator error, misuse, lack of cleaning, non compliance with manufacturers instructions, non
professional installation, tampering with the goods by an unauthorised person or any other issue not resulting from failure on
behalf of any manufacturers part, then any charge for the call out and any subsequent repair will be borne by you.
11.6. The warranty in clause 11.1 does not apply to a small number of machines marked 'no commercial warranty' which are
suitable for domestic use only and which must be returned to the manufacturer in the event of a breakdown. Machines
returned for repair in warranty where it is found that the machines has been abused or has not been used as the machine
was designed for will be charged for. This also applies where a machine has not been properly maintained including
cleaning and descaling where applicable. Machines returned for repair are not reassembled if upon quotation you do not
require the machine to be repaired. Loan machines are not available.
11.7. Except as provided in this clause 11 , we shall have no liability to you in respect of a product's failure to comply with the
warranty set out in clause 11.1 .
11.8. These terms shall apply to any repaired or replacement products supplied by us under clause 11.3 .
 
12. LIABILITY

12.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death
or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or
fraudulent misrepresentation; if you are a consumer for breach of your legal rights in relation to the products as summarised
at clause 9.1 .
12.2. If we are providing services in your property, we will make good any damage to your property caused by us while doing so.
However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover
while providing the services.
12.3. If you are a consumer we only supply the products to you for domestic and private use. If you use the products for any
commercial, business or re-sale purpose our liability to you will be limited as set out below.
12.4. Except to the extent expressly stated in clause 11.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979
and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
12.5. Subject to clause 12.1 :
         (a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise,
              for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between
              us; and
         (b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in
               contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by
               you for products under such contract.
 
13. YOUR RIGHTS TO END THE CONTRACT

13.1. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how
we are performing, when you decide to end the contract and whether you are a consumer or business customer:
         (a) if what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the
              product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 9 if you
              are a consumer and clause 11 if you are a business;
         (b) if you want to end the contract because of something we have done or have told you we are going to do, see clause
13.2 ;
          (c) if you are a consumer and have just changed your mind about the product, see clause 13.3 . You may be able to get
               a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the
               costs of return of any goods;
          (d) in all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see
               clause 13.6 .
 
13.2. If you are ending a contract for a reason set out at (a) to (d) below the contract will end immediately and we will refund you
in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
         (a) we have told you about an error in the price or description of the product you have ordered and you do not wish to
              proceed;
         (b) there is a risk that supply of the products may be significantly delayed because of events outside our control;
         (c) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for
              technical reasons, in each case for a period of more than three months; or
         (d) you have a legal right to end the contract because of something we have done wrong.
13.3. If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and
receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these
terms.
13.4. Your right as a consumer to change your mind does not apply in respect of:
         (a) services, once these have been completed, even if the cancellation period is still running;
         (b) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
              and
         (c) any products which become mixed inseparably with other items after their delivery.
13.5. If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
         (a) Have you bought services? If so, you have 14 days after the day we email you to confirm we accept your order.
              However, once we have completed the services you cannot change your mind, even if the period is still running. If
              you cancel after we have started the services, you must pay us for the services provided up until the time you tell us
              that you have changed your mind.
         (b) Have you bought goods?, if so you have 14 days after the day you (or someone you nominate) receives the goods,
              unless:
              (i) your goods are split into several deliveries over different days. In this case you have until 14 days after the
                   day you (or someone you nominate) receives the last delivery; or
              (ii) your goods are for regular delivery over a set period. In this case you have until 14 days after the day you
                   (or someone you nominate) receives the first delivery of the goods.
 
13.6. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 13.1 ), you can still
end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when
the product is delivered and paid for. A contract for services is completed when we have finished providing the services and
you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a
consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund
any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance
payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
 
14. HOW TO END THE CONTRACT
 
14.1. To end the contract with us, please let us know by doing one of the following:
         (a) Call customer services on +44 1472 352033 or email us at sales@sylvesterkeal.co.uk Please provide your
               name, home address, details of the order and, where available, your phone number and email address.
         (b) Complete the form Cancellation Form on our website.
         (c) Print off the form Cancellation Form and post it to us at the address on the
               form. Or simply write to us at that address, including details of what you bought, when you ordered or received it
               and your name and address.
14.2. If you end the contract for any reason after products have been dispatched to you or you have received them, you must
return them to us. You must either return the goods in person to where you bought them, post them back to us at
Westside Business Park, Estate Road No 2, South Humberside Industrial Estate, Grimsby, North East Lincolnshire,
DN31 2TG. Or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on +44 (0)1472
352033 or email us at sales@sylvesterkeal.co.uk for a return label or to arrange collection. If you are a consumer
exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the
contract.
14.3. We will pay the costs of return:
         (a) if the products are faulty or misdescribed; or
         (b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an
              error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right
              to do so as a result of something we have done wrong.
14.4. In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the
costs of return.
14.5. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to
us of collection. The costs of collection will be the same as our charges for standard delivery, see
14.6. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery
costs, by the method you used for payment. However, we may make deductions from the price, as described below.
14.7. If you are exercising your right to change your mind:
         (a) we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods,
               if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the
               price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable
               way, you must pay us an appropriate amount.
         (b) the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
              For example, if we offer delivery of a product within [3-5] days at one cost but you choose to have the product
              delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper
              delivery option.
         (c) where the product is a service, we may deduct from any refund an amount for the supply of the service for the
              period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will
              be in proportion to what has been supplied, in comparison with the full coverage of the contract.
 
14.8. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind
then:
         (a) if the products are goods and we have not offered to collect them, your refund will be made within 14 days from the
              day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that
              you have sent the product back to us. For information about how to return a product to us, see clause 14.2 .
         (b) in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
 
15. OUR RIGHTS TO END THE CONTRACT

15.1. We shall be entitled to terminate the contract at any time:
         (a) by giving not less than three month’s written notice to you; or
         (b) upon giving reasonable notice:
              (i) following a material breach of these terms;
              (ii) if you do not make any payment to us when it is due and you still do not make payment within 14 days of us
                   reminding you that payment is due;
              (iii) if you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
              (iv) if you do not, within a reasonable time, allow us access to your premises to supply the services.
15.2. If we end the contract in the situations set out in clause 15.1(b) we will refund any money you have paid in advance for
products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as
a result of your breaking the contract.
 
16. FORCE MAJEURE

Neither party shall be liable for any default due to any act of God, war, strike, lock out industrial action, fire or other event
beyond the reasonable control of either party.
 
17. OTHER IMPORTANT TERMS

17.1. We will only use your personal information as set out in our Privacy Policy.
17.2. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if
this happens and we will ensure that the transfer will not affect your rights under the contract.
17.3. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
17.4. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
17.5. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates
separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in
full force and effect.
17.6. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything
you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract,
that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require
you to make the payment at a later date.
17.7. Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are
governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in
Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in
Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
17.8. Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business,
any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales
and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
By signing this form you adhere to the Sylvester Keal Ltd. terms and conditions which have been read and understood by the
named person. This agreement is in place for the duration of our trading relationship.
 
Name:……………………… Signed: ……………………… Position ….. . . .………………Date…….
 
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