Terms & Conditions

These Terms set out the relationship between you and either Kaba Ltd or dormakaba UK Ltd – the appropriate company being identified on the Quotation.
Such documents can be long and complex but we have tried to keep this to a minimum in two ways:

• We have attempted to use plain English but if there are areas you do not understand; please ask.
• The Terms are divided into Sections: the first applies to all contracts with us (these General Terms) and there are further terms for specific services (Specific Terms). This means that you will only be given those additional terms that apply to your particular contract with us.

1. Definitions

1. So as to be clear, the following words shall have the following meanings:
   Charges: the charges arising under this Contract;
   Data Protection Legislation: the Data Protection Act 2018 and the UK GDPR;
   Door: a fire door owned and maintained by you to which the Goods are affixed;
   Contract: these Terms, any Specific Terms applying to your order, our Quotation and your purchase order;
   Good Industry Practice: that degree of skill, care, prudence, foresight, operating systems and practice which would ordinarily be expected of a skilled and experienced supplier engaged in the same or similar type of undertaking as that of the Supplier under similar circumstances;
   Goods: all physical items listed in the Quotation or ordered by you;
   Group: your company together with your subsidiaries and holding companies from time to time. ‘Holding company’ and ‘subsidiary’ have the meanings given in section 1159 of the Companies Act 2006 and ‘holding companies’ and ‘subsidiaries’ shall be construed accordingly;
   IP Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
   Location: the premises where the Goods are to be installed or Services carried out either as specified in the Quotation, or (in the case of Product Sales) as stated on your order, or, if neither, your principal place of business;
   Product Sales: supply only of Goods with no design or installation Project Services: services that include design, supply and installation of Goods;
   Quotation: the quotation provided to you by either dormakaba UK Ltd or Kaba Limited;
   Service Recall Period: Where appropriate be free from defects in workmanship for up to 90 days after completion
   Services: all services to be supplied to you listed in the Quotation;
   Special Terms: any terms set out in writing in the Quotation that vary these Terms or the Specific Terms;
   Specific Terms: those for Installation, Maintenance, Main Contractors and Software;
   Terms: these General Terms; and
   Warranty Period: a period of at least 12 months from the date of issue of an invoice in respect of the Goods or Services. Extended Warranty periods are specified in the relevant quotation or price list.
2. In this Contract:
1. Personal data, controller, processor, data subject and processing have the meanings respectively set out in the UK GDPR
2. the singular includes the plural and vice versa;
3. references to gender include references to all genders;
4. unless otherwise stated, references to clauses are to clauses of these Terms; and
5. the clause headings are for reference only and shall not affect the construction or interpretation of this Contract.

2. The terms that apply to the Contract

1. These Terms and the Specific Terms, subject to any Special Terms, shall apply to all dealings between us and you and take precedence over anything inconsistent in or referred to in your purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. In the event of conflict, the order of precedence shall be Special Terms, Specific Terms and then finally these Terms.
2. All Quotations are based on these Terms and the relevant Specific Terms being accepted without variation.
3. Only additions to, variations of, exclusions or attempted exclusions of any term of the Contract will be binding on us if they are in writing and signed by a Director or Senior Manager or they constitute Special Terms.
4. In the event that the Services include installation Specific Terms: Installation shall apply. In respect of Project Services or Maintenance Services the Specific Terms: Maintenance and the Specific Terms: Installation shall apply. If this Contract is with a contractor on behalf of a client then the Specific Terms: Main Contractor shall apply. The provision of software is subject to Specific Terms: Software.
5. Either of us can institute a request to alter the Contract in accordance with paragraph 13. Neither of us can cancel a Contract without the other’s agreement.

3. Quotations and Orders

1. A binding contract shall not come into existence between us and you unless and until we receive a purchase order from you, or, if earlier, when we begin to deliver the Goods. Cancellation of this Contract is not permitted.
2. We will supply the Goods and the Services as set out in our Quotation or (if there is no Quotation), your purchase order.
3. We may deliver the Goods and Services in instalments and invoice accordingly.
4. All drawings, descriptive matter, specifications and advertising issued by us are provided for illustrative purposes only and do not form part of the Contract.
5. We reserve the right to make any changes in the specification of the Goods which do not materially affect their quality or performance.
6. Our employees are not authorised to make any contractually binding promises or representations concerning the Goods or the Services. In entering into the Contract, you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which have not been confirmed in writing by a Director or Senior Manager.
7. Any advice or recommendation given by us or our employees to you or your employees about the storage, application or use of the Goods or the Services, which is not confirmed in writing, is followed or acted on entirely at your own risk.

4. Your Responsibilities

1. You agree to:
1. check all Quotations for accuracy and omissions;
2. provide the Quotation number on any order;
3. at our request, appoint an authorised individual with authority to bind you and through whom all communication will be passed;
4. ensure that your employees or other independent contractors cooperate reasonably us, our agents and independent contractors; and
5. promptly furnish us with such information as we may request.
2. If our performance of our obligations under the Contract is prevented or delayed by your act or omission (other than by reason of a Force Majeure Event), you shall pay us all reasonable costs, charges or direct losses sustained by it as a result, subject to us notifying you in writing of any such claim we might have against you in this respect.

5. Payment and Price

1. All prices shall be those current when we dispatch Goods unless included in a valid Quotation. All prices are exclusive of VAT.
2. We may, by notice to you before delivery, increase the price of any undelivered Goods to reflect any change in delivery dates, quantities or specifications requested by you, or any delay caused by you.
3. Invoices shall be paid in invoice currency within 30 days of their date, or 30 days after the end of the month of the invoice in respect of Product Sales. Unless you have a credit account, they will be rendered in advance and will be payable, whether or not Services have been started, delivery of the Goods has taken place or title in the Goods has passed to you.
4. Time for payment of our invoices shall be of the essence of the Contract.
5. If you do not pay on time, without prejudice to any other right or remedy available to us, we may set-off any payment made by you to any outstanding sum (whether on this or another contract with you or a member of your Group). We may also charge interest and late payment compensation fees on the outstanding debt under the Late Payment of Commercial Debts (Interest) Act 1998 (amended) and suspend all further deliveries of goods and the provision of any services (whether under this or another contract with you or a member of your Group).

6. Delivery of Goods

1. We will use our reasonable endeavours to deliver (and if included in the Order Confirmation) install the Goods and provide the Services on the date or dates specified in our Quotation at the Location, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time. Time is not of the essence as to the delivery of the Goods or the provision of the Services.
2. Delivery and installation shall be made during normal business hours and we may levy additional charges for any deliveries made outside such hours at your request.
3. You are responsible for all delivery charges and for preparing the Location for the delivery of the Goods. In the case of Product Sales delivery charges will be as the current published price list.
4. Where we are not installing the Goods:
1. we will be responsible for any damage, shortage or loss in transit, provided that you notify us (or its carrier, if applicable) within 3 working days of delivery or the proposed delivery date of the Goods. Any remedy under this paragraph shall be limited, at our option, to the replacement or repair of such Goods which is proven to our satisfaction to have been lost or damaged in transit; and
2. you will be deemed to have accepted the Goods when you have had 3 working days to inspect them after delivery or, if earlier, when you use the Goods.
5. Provided the Goods have not been purchased by us from a third party, or manufactured particularly for you, then we may agree to accept the return of the Goods, subject to you bearing all costs of delivery and re-delivery together with a payment of 25% of the price of the Goods. Any credit arising will be retained as a credit against future Charges. No returns will be accepted unless we have agreed and have issued a return note.
6. We will not be liable for any non-delivery of Goods (even if caused by our negligence) unless you notify us in writing of the failure to deliver within 7 days after the scheduled delivery date.
7. Our liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.

7. Risk and ownership

1. Where we are installing the Goods:
1. The Goods shall be at our risk until delivery of the Goods to the Location.
2. On completion of the installation, we will demonstrate the Goods to you and the Goods will then be deemed accepted by you. You agree to sign the form of acceptance or the delivery note. If at any time you make use of the Goods other than for training or test purposes then the Goods will be deemed to be accepted.
3. You will not own the Goods until you have paid everything due to us (or if later, on installation). Until you own the Goods you must look after them on our behalf, keep them fully insured on our behalf. Any insurance proceeds from a claim must be kept separate from your money and not paid into an overdrawn account.
4. Your right to possession of the Goods, before ownership has passed to you, shall terminate immediately if any of the circumstances set out in paragraph 14.1 arise or if you mortgage or in any way charge the Goods, or if you fail to make any payment to us on the due date.
5. If you use banking facilities that involve a charge over your assets then you shall inform the bank or finance house of our ownership and rights in the Goods.
2. You grant us and our employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where your right to possession has terminated, to remove them. All costs incurred by us in repossessing the Goods shall be borne by you.
3. On termination of the Contract for any reason, our rights under this paragraph 7 shall remain in effect.

8. Software licence

   
   If Software is included in the Quotation, your right to use the Software is set out in our Specific Terms: Software Licence.

9. Warranties

1. We warrant that:
1. we will carry out our duties in accordance with Good Industry Practice;
2. the Goods shall be free of material defects upon delivery;
3. the Goods will be free of material defects in design, materials and workmanship for the Warranty period from the date of invoice.
2. If any Goods is agreed by us to be faulty before acceptance then we will exchange the faulty part or Goods free of charge as quickly as possible.
3. Our liability for a breach of the warranties contained above is conditional on:
1. you give written notice of the defect to us within fourteen days of when you discover or ought to have discovered the defect;
2. we are given a reasonable opportunity of examining such Goods and you (if asked to do so) return such Goods to our place of business at our cost for the examination to take place there; and
3. if there is a defect or breach, then we will at our sole option either repair or replace the Goods or repeat the Services or refund the Charges or an equitable proportion of the Charges (as applicable) provided that (in our reasonable opinion) the defect or breach is not due to any act or omission by you or any third party.
4. The person or persons signing the form of acceptance or delivery note warrant that they have authority to sign the same on your behalf.
5. The following are excluded from the warranty above:
   
   • Flawed or defective Goods operation(s) caused by unusual or an unforeseeable use or condition,
   • Goods where repairs or alterations performed by anyone other than personnel authorised by us,
   • Goods using unauthorised components or sub-assemblies in place of components supplied with the Goods,
   • Any products or systems in which our Goods are incorporated,
   • Damage or failure caused by a Force Majeure Event,
   • Damage or faults arising from improper operation or maintenance of the Goods, or
   • Damage or failure caused by the installation of the Goods when installed by someone other than us.
6. THE WARRANTIES IN THESE TERMS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, CONDITION, DESCRIPTION, COMPLIANCE WITH SAMPLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER STATUTORY OR OTHERWISE), SAID WARRANTIES BEING EXPRESSLY DISCLAIMED AND EXCLUDED FROM THESE TERMS AND THE CONTRACT TO THE FULLEST EXTENT PERMITTED BY LAW. We reserve the right to refuse all service and/or warranty claims if the account is deemed “past due” in accordance with the agreed upon terms.

10. Limitation of liability

1. The following provisions set out our entire liability (including any liability for the acts or omissions of our employees) to you in respect of any breach of the Contract and any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
2. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
3. Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or fraud or fraudulent misrepresentation.
4. Subject to paragraph 10.3:
1. Because we cannot work out the potential harm to your organisation, we will not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising; and
2. In the case of Product Sales then our liability, whether in contract or tort or otherwise arising out of or in connection with this Contract shall in any event be limited to an obligation on us to repair, replace or refund the cost of the defective Goods; and otherwise,
3. our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to one time the price payable for the Goods and Services under paragraph 5.
5. Under no circumstances shall we be responsible or liable for the condition and/or functionality of the Doors. In particular (but without limit to the foregoing) you acknowledge and agree that it is your responsibility to ensure that the Doors are of satisfactory quality and fit for purpose.

11. Intellectual Property Rights

1. If we manufacture or modify the Goods or incorporate data or other information at your request, you shall indemnify and keep us indemnified against all losses, damages, costs, claims and expenses incurred by us in connection with any claim for infringement of any third-party IP Rights which results from that request.
2. We hereby assign to you all existing and future IP Rights in any documentation written specifically by us for you and included in the Goods or the Installation Services subject to a prior written agreement.

12. Non-Solicitation

    Neither party shall, during the continuance of the Contract, or within 6 months of its termination, whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other. In the event of breach of this term the party in default shall pay the other a sum equal to six months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.

13. Change Requests

1. If either party identifies a requirement for a change (including a change to Goods and/ or Services and/ or Charges) it shall provide its requirements to the other party.
2. If a Change Request is initiated by us, then this will include the effect such a change would have upon the Goods and/ or Services and/ or Charges.
3. If you instigate a Change Request we will use reasonable endeavours to confirm the effect such a change would have upon the Goods and/ or Services and/ or Charges within 30 days from instigation.
4. Together we will then decide whether or not to implement the change. If the change is implemented, the amended goods and/ or services and/ or charges shall then become the Goods and/ or Services and/ or Charges and be deemed incorporated into this Contract. No change shall have effect without the agreement of each of us.

14. Termination for Cause

1. Either party may terminate this Contract forthwith on giving notice in writing to the other if one party ceases (or threatens to cease) to carry on business or commits any serious breach of any term of this Contract and (in the case of a breach capable of being remedied) shall have failed, within 7 days after the receipt of the request in writing from the other to do so, to remedy the breach.
2. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

15. Dispute Resolution Procedure

1. If any dispute arises in connection with this Contract, directors or other senior representatives of the parties with authority to settle the dispute will, within 7 days of a written request from one party to the other, meet promptly in good faith to resolve the dispute.
2. If the dispute is not resolved in accordance with paragraph 15.1, we both agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between us within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

16. Force Majeure

1. We will not be liable to you for any breach of our obligations under this the Contract if such breach is due to an act, event, omission or accident beyond our reasonable control (Force Majeure Event).
2. If a Force Majeure Event occurs, we will inform you as soon as possible and take all reasonable steps to mitigate the effects of the Force Majeure event and resume performance of its obligations as soon as possible.

17. Anti-Bribery

1. You must:
1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3. comply with our Ethics, Anti-bribery and Anti-Corruption Policies available at www.dormakaba.co.uk/codeofconduct
   (Relevant Policies);
4. have and shall maintain in place throughout the term of this Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate;
5. promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Contract; and
6. immediately notify us (in writing) if a foreign public official becomes an officer or employee of yours or acquires a direct or indirect interest in you and you warrant that warrants that you have no foreign public officials as direct or indirect owners, officers or employees of any member of your Group at the date of this Contract.

18. GDPR & Data Protection

1. Both of us will comply with all applicable requirements of the Data Protection Legislation. We agree that, for the purposes of the Data Protection Legislation, we are the processor, and you are the controller.
2. You will ensure that you have all necessary consents (or have complied with another processing condition and have the appropriate notices in place) to enable the lawful transfer of personal data to us for the duration and for the purposes of this Contract.
3. We warrant that to the extent we process any personal data on your behalf we will:
1. act only on your instructions;
2. have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Such measures will be appropriate to the harm that might result from the unauthorised or unlawful processing;
3. ensure all personnel who have access to the personal data are obliged to keep it confidential;
4. assist you to respond to a data subject’s request to enforce their rights of subject access, rectification, erasure and any other rights conferred by the Data Protection Legislation;
5. assist you if requested with respect to security, breach notifications, impact assessments and any investigations by a regulator;
6. notify you without undue delay in the event of a data security breach and assist you with any investigations;
7. at your direction delete or return to you all personal data and copies on termination unless required by law to retain the same; and
8. maintain complete and accurate records to demonstrate our compliance with this clause and allow for audits by you.
4. We will not appoint a third-party processor without your prior written consent and shall ensure that any third-party processor will enter into an agreement with the same or substantially similar terms in relation to the Data Protection Legislation.
5. We will not transfer of any personal data outside the UK and the EU unless your prior consent has been obtained and, if required by applicable law, we and you will enter into an appropriate data transfer agreement.
6. We will comply with our Data Protection and IT Security Policies. The obligations in relation to data protection set out in this clause shall not be affected by the expiry or termination of this agreement.
7. Our website provides our Privacy Notice, Data Protection Officer contact details and information on how to make a complaint to the Information Commissioners Office (ICO).

19. Waiver

    A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

20. Third Party

    None of the provisions of this Contract are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this Contract.

21. Entire Agreement

1. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
2. Each party acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract.

22. Assignment

1. If you are acting as a main contractor or a distributor of our Goods and Services then you may assign your rights, but not your duties, under this Contract, to the ultimate end user of the Goods or Services.
2. Unless the clause above applies, you shall not, without our prior written consent (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.

23. Notices

    Any notice required to be given pursuant to this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to your address of the party as set out in your purchase order (or if none, your last known address), or, if to us, by email to notices@dormakaba.com or such other address as may be notified by one party to the other.

24. Governing law and jurisdiction

    The Contract is governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.