Terms & Conditions of Sale

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Terms & Conditions of Sale

Terms and Conditions

Terms & Conditions of Sale

1.

Definitions

'Company' means Keypar Ltd, registered in England and Wales.

'Buyer' means any business customer purchasing Goods or Services.

'Goods' means all products supplied by the Company.

'Services' includes e-commerce packing, Amazon FBA preparation, and related services.

'Order' means any purchase request submitted by the Buyer.

'Contract' means the agreement formed in accordance with Clause 2.

'Business Day' means any day excluding weekends and public holidays in England.

These terms apply strictly to business-to-business transactions.

2.

Basis of Contract

2.1
All Orders placed by the Buyer constitute an offer to purchase Goods subject to these Terms.
2.2
A Contract shall only be formed when the Company issues written confirmation, proforma invoice, or dispatches the Goods — whichever occurs first.
2.3
Automated acknowledgements do not constitute acceptance.
2.4
The Company reserves the right to refuse or cancel any Order prior to dispatch without liability.
2.5
These Terms override any terms proposed by the Buyer unless expressly agreed in writing.
3.

Pricing & Taxation

3.1
All prices are exclusive of VAT unless stated otherwise.
3.2
Export prices exclude customs duties, import taxes, and destination charges.
3.3
The Company reserves the right to amend prices prior to Contract formation.
4.

Payment Terms

4.1 Accepted Payment Method
4.1.1
As per Company policy, payment shall be made strictly by Bank Transfer only.
4.1.2
The Company does not accept payment via:
  • PayPal
  • Credit Cards
  • Debit Cards
  • Online card processors
  • Cash
  • Individual accounts or Personal Bank Account Transfer
4.1.3
Orders shall not be processed or dispatched until cleared funds are received in the Company's bank account, unless credit terms have been approved in writing.
4.2 Accepted Currencies
4.2.1
The Company accepts payment in the following currencies:
  • GBP (British Pound Sterling)
  • USD (United States Dollar)
  • EUR (Euro)
  • SAR (Saudi Arabian Riyals)
  • AED (Arab Emirates Dirham)
4.2.2
The Company operates global banking facilities and may receive multiple currencies under designated bank details.
4.2.3
Any bank charges, intermediary fees, or currency conversion costs shall be borne solely by the Buyer.
4.3 Time for Payment
4.3.1
Time for payment shall be of the essence.
4.3.2
Where credit terms are granted, payment deadlines shall be stated on the invoice.
4.3.3
Late payments may attract statutory interest and recovery costs under applicable UK legislation.
4.4 No Set-Off
4.4.1
The Buyer shall not withhold, deduct, or set off any amounts due against any claims or disputes unless agreed in writing by the Company.
5.

Credit Terms Policy

5.1 Grant of Credit
5.1.1
The Company may, at its sole discretion, offer credit facilities to certain Buyers.
5.1.2
Credit terms are not automatic and shall be granted only upon written approval by the Company.
5.1.3
The Company reserves the absolute right to refuse, restrict, or withdraw credit facilities at any time without prior notice.
5.2 Existing Clients
5.2.1
Credit terms for existing clients shall be determined at the Company's sole discretion and may be adjusted based on:
  • Payment performance;
  • Timeliness of settlement of invoices;
  • Order frequency and volume;
  • Account conduct;
  • Overall commercial relationship.
5.2.2
The Company may revise credit limits, shorten payment periods, or revert accounts to proforma (advance payment) status at any time.
5.3 New Clients
5.3.1
New clients shall ordinarily be required to make full payment in advance prior to dispatch of Goods.
5.3.2
The Company may review credit eligibility for new clients after an initial trading period, based on:
  • Order performance;
  • Payment history;
  • Consistency of trading volume;
  • Financial standing;
  • Commercial references (if requested).
5.3.3
No credit facility shall be deemed granted unless expressly confirmed in writing.
5.4 Payment Period
5.4.1
Where credit is granted, payment terms shall be specified on the invoice.
5.4.2
Time for payment shall be of the essence.
5.4.3
The Company reserves the right to:
  • Charge statutory interest under the Late Payment of Commercial Debts legislation;
  • Suspend further deliveries;
  • Cancel pending Orders;
  • Commence recovery proceedings.
5.5 Suspension & Withdrawal
5.5.1
If any invoice becomes overdue, the Company may immediately:
  • Suspend all outstanding Orders;
  • Withhold deliveries;
  • Revoke credit facilities.
5.5.2
The Company shall not be liable for any losses arising from suspension of credit or supply.
6.

Retention of Title

All Goods remain the property of Keypar Ltd until paid for in full.

7.

Minimum Order Quantity (MOQ) & Value (MOV)

7.1
All Orders are subject to MOQ and/or MOV requirements.
7.2
MOQ shall be strictly based on full case quantities.
7.3
Orders not meeting full case requirements may be adjusted at the Company's discretion.
7.4
Export Orders must meet a minimum Order value between £2,000 and £5,000 depending on product and brand.
8.

UK Delivery Policy

8.1 Free Delivery
8.1.1
Free standard delivery within mainland United Kingdom shall apply only where:
  • The total Order value equals or exceeds £2,000 + VAT;
  • Goods are ordered in full case quantities;
  • Delivery is to a registered Business address or Business warehouse address.
8.1.2
Free delivery does not apply to e-commerce fulfilment deliveries.
8.2 Orders Below £2,000 + VAT
8.2.1
Where the Order value is below £2,000 + VAT:
  • Box Deliveries: £10.00 + VAT
  • Pallet Deliveries: £15.00 + VAT per pallet
8.2.2
Applicable only to Business or Business warehouse addresses.
8.3 Additional Services
8.3.1
For pallet deliveries requiring tail lift and/or priority delivery: £15.00 + VAT per pallet shall apply, even where the free delivery threshold has been met.
8A.

Delivery Timelines

8A.1 Box Deliveries
8A.1.1
Standard box deliveries within mainland United Kingdom are typically completed within 24–48 hours on working days.
8A.1.2
Where cleared funds are received prior to 1:00 PM (UK time), Orders are normally dispatched on the same working day, subject to stock availability.
8A.1.3
The Company's daily warehouse collection cut-off time is 2:30 PM (UK time) on all Business Days.
8A.1.4
Orders received after 1:00 PM may be dispatched on the next Business Day.
8A.2 Pallet Deliveries
8A.2.1
Standard pallet deliveries are typically completed within 48 hours on working days.
8A.2.2
Priority pallet deliveries are typically completed within 24 hours, subject to availability and additional charges under Clause 8.3.
8A.2.3
Delivery timelines are estimates only and are not guaranteed.
8A.2.4
The Company shall not be liable for delays caused by logistics providers or events beyond reasonable control.
9.

Export Orders – Incoterms & Risk

9.1
All export sales shall be governed by Incoterms® 2020 as published by the International Chamber of Commerce (ICC).
9.2
Unless otherwise expressly agreed in writing by the Company, the default delivery term for all export Orders shall be: EXW — Ex Works (Company's premises, United Kingdom).
9.3
Under EXW terms: The Company fulfills its delivery obligation when the Goods are made available at its premises. The Buyer is responsible for:
  • Export clearance / Custom fee
  • Freight arrangements
  • Insurance
  • Import clearance
  • Payment of duties and taxes
  • Any cost incurring in the repacking of the goods other than the standard warehouse packaging shall be borne by the buyer i.e Dangerous Goods, Pallet repacking via third party.
9.4
Risk in the Goods shall pass to the Buyer at the point where the Goods are made available for collection at the Company's premises.
9.5
The Company shall not be responsible for:
  • Export documentation beyond that specified in Clause 10
  • Customs delays
  • Seizure, inspection, or regulatory intervention
  • Loss or damage occurring after risk has passed under EXW terms.
10.

Export Documentation

10.1 Provided Documentation
10.1.1
The Company shall provide only:
  • Commercial Invoice
  • MSDS (where applicable)
  • HSN / HS Code
  • House of Chambers / Country of Origin certificate (Where applicable at reasonable costs)
10.2 Excluded Documentation
10.2.1
The Company shall not provide:
  • Supply chain invoices
  • Manufacturer/Brands authorisation letters
  • Licensing documents
  • Import permits
11.

Logistics & Collection Options

11.1 Buyer-Arranged Collection (Default Position)
11.1.1
Unless otherwise agreed, Goods supplied under EXW terms shall be collected by the Buyer or the Buyer's appointed logistics provider from the Company's warehouse.
11.2 Third-Party Logistics Assistance
11.2.1
In certain cases, the Company may introduce third-party logistics partners to assist with shipment.
11.2.2
Where such assistance is provided:
  • The Buyer shall deal directly with the logistics provider regarding pricing and payment.
  • The Company shall not be responsible for pricing, transit delays, loss, or damage.
11.3 DHL Shipment Option
11.3.1
The Company may, upon request, arrange shipment via DHL at additional cost.
11.3.2
Shipping charges shall be quoted based on:
  • Number of boxes
  • Weight
  • Box dimensions
11.3.3
DHL shipment shall be subject to carrier terms and conditions.
12.

Inspection, Claims, Returns & Damage Policy

12.1 Mandatory Inspection & Notice Requirement
12.1.1
The Buyer must inspect all Goods immediately upon delivery or collection and verify quantities, descriptions, and physical condition.
12.1.2
The Buyer must count and check all Goods at the time of receipt.
12.1.3
Written notice of any claim relating to non-delivery, shortage, damage, incorrect items, or any discrepancy must be received by the Company within 48 hours from the date of delivery or invoice, whichever is earlier.
12.1.4
Compliance with this 48-hour notification requirement is a strict condition precedent to any entitlement to return, refund, credit, replacement, or other remedy.
12.1.5
Failure to notify within this period shall constitute full, unconditional, and irrevocable acceptance of the Goods.
12.2 General Return Conditions
12.2.1
No Goods may be returned without prior written consent from the Company.
12.2.2
Approved returns must:
  • Be unused
  • Be unopened
  • Be in original packaging
  • Be in full case quantities
  • Be in resalable condition
12.2.3
Returned Goods must not be:
  • Used
  • Repackaged
  • Resold
  • Altered
  • Disposed of without prior written instructions from the Company
12.2.4
The Company reserves the right to:
  • Request inspection of the Goods
  • Appoint a third-party inspection agent
  • Conduct stock verification
  • Verify dispatch records with logistics partners
  • Reject unsupported, cosmetic, or unsubstantiated claims
12.3 Incorrect Goods Supplied
12.3.1
If the Company supplies incorrect Goods, it shall arrange collection through its nominated logistics partner at its own expense.
12.3.2
Alternatively, the parties may agree on a commercial resolution, including price adjustment or credit.
12.4 Missing or Shortage Claims
12.4.1
In the event of a shortage claim, the Company shall:
  • Verify dispatch documentation
  • Confirm quantities shipped
  • Liaise with the logistics provider
  • Conduct stock verification where necessary
12.4.2
If a genuine shortage is confirmed, the Company shall issue a credit note or refund.
12.4.3
If records confirm full and correct dispatch, the Buyer may be required to reconfirm stock at the delivery location.
12.5 Damage Claims
12.5.1
Damage claims shall only be accepted where genuine physical damage occurred prior to or during delivery.
12.5.2
Claims must include:
  • Clear photographic evidence of damaged Goods
  • Photographic evidence of original packaging
  • Delivery note and/or invoice reference
12.5.3
The Company reserves the right to reject:
  • Cosmetic damage claims
  • Claims arising after delivery
  • Claims resulting from mishandling or improper storage
12.5.4
Damage occurring during transport arranged by the Buyer or the Buyer's nominated carrier shall remain the Buyer's sole responsibility.
12.5.5
Where damage occurs during Company-arranged transit, photographic evidence must be provided immediately upon delivery. Following verification, a credit or refund may be issued and destruction confirmation may be requested.
12.6 Cancellation & Refund Policy
12.6.1
Where an Order has been paid and delivered, cancellation requests must be notified in writing within 24 hours of delivery.
12.6.2
Return transport shall be arranged and paid by the Buyer unless otherwise agreed in writing.
12.6.3
Upon receipt, Goods shall be inspected for compliance with return conditions.
12.6.4
Refunds may be refused where Goods are:
  • Opened
  • Damaged
  • Altered
  • Substituted
  • Not in resaleable condition
12.6.5
Approved refunds shall be processed within 1–2 Business Days following receipt and inspection.
12.7 Non-Returnable Goods
12.7.1
The following Goods are strictly non-returnable:
  • Export Orders
  • Special request items or non-stock items
  • Clearance or discounted Goods
  • Opened case quantities
13.

Manufacturer's Warranty

13.1
All Goods supplied are branded products manufactured by third-party manufacturers.
13.2
Any warranty or after-sales service shall be provided solely by the respective manufacturer under its own terms and conditions.
13.3
The Buyer must contact the relevant brand's authorised customer support directly for warranty claims or technical issues.
13.4
Keypar Ltd does not provide:
  • Manufacturer warranty
  • Technical repair services
  • Performance guarantees beyond original manufacturer terms
13.5
The Company shall not be liable for:
  • Manufacturer defects
  • Performance failures
  • Product recalls
  • Warranty delays
  • Service centre decisions
13.6
The Company supplies genuine branded products and does not supply private-label, alternative, or substitute lines unless expressly agreed in writing.
14.

E-Commerce Packing Services

14.1
The Company may provide e-commerce packing services for Buyers upon request.
14.2
Such services may include, but are not limited to:
  • Unit preparation
  • Protective packaging
  • Bagging
  • Labelling
  • Multi-pack assembly
  • Preparation for online marketplace fulfilment
14.3
All packing services are chargeable unless otherwise agreed in writing.
14.4
The Company shall perform packing services using commercially reasonable care and skill.
14.5
The Buyer remains solely responsible for:
  • Product compliance
  • Marketplace compliance
  • Labelling accuracy
  • Barcode validity
  • Regulatory conformity
14.6
The Company shall not be liable for: Marketplace rejection, Amazon or third-party fulfilment center penalties, Account suspensions, Listing removal, Compliance breaches — unless caused directly by the Company's proven negligence.
15.

Amazon FBA Preparation Services

15.1
The Company may provide Amazon FBA preparation services upon request.
15.2
FBA preparation services include:
  • FNSKU labelling
  • Poly bagging
  • Single unit preparation
  • Multi-pack preparation
15.3
The following charges shall apply (exclusive of VAT):
  • FBA labelling without bagging (single unit): £0.30 per unit + VAT
  • FBA labelling with bagging (single unit): £0.35 per unit + VAT
  • Multi-pack preparation with bagging: £0.40 per unit + VAT
15.4
All charges are calculated per unit and invoiced accordingly.
15.5
The Buyer must provide accurate FNSKU labels and instructions.
15.6
The Company shall not be responsible for:
  • Incorrect FNSKU codes supplied by the Buyer
  • Amazon fulfilment centre refusal
  • Damage during onward transport
  • Rejection due to Amazon packaging policy updates
15.7
The Buyer acknowledges that Amazon policies may change without notice and the Company shall not be liable for compliance changes implemented by Amazon after packing has been completed.
16.

Storage & Handling for FBA Services

16.1
Where Goods are held for preparation or consolidation, storage charges may apply.
16.2
The Company reserves the right to charge storage fees for Goods not collected or dispatched within agreed timelines.
16.3
Risk in the Goods remains with the Buyer once:
  • Packing is completed;
  • Goods are handed to courier; or
  • Goods are made available for collection
  • whichever occurs first.
17.

Limitation of Liability – Packing & FBA Services

17.1
The Company's liability for packing or FBA services shall be limited to the service fees charged for the relevant batch.
17.2
Under no circumstances shall the Company be liable for:
  • Loss of Amazon selling privileges
  • Loss of profit
  • Account suspension
  • Marketplace penalties
  • Indirect or consequential losses
18.

Brand & Resale Restrictions

The Buyer shall comply with any brand distribution or territory restrictions notified and shall not resell Goods into restricted territories without written consent.

19.

Sanctions & Trade Compliance

The Buyer confirms that it is not subject to sanctions and shall not export or re-export Goods in breach of UK or international trade laws.

20.

Force Majeure

The Company shall not be liable for failure or delay caused by events beyond reasonable control.

21.

Assignment

The Buyer may not assign or transfer its rights or obligations without prior written consent of the Company.

22.

Severability & Waiver

If any provision is held invalid, the remaining provisions remain enforceable.

Failure to enforce any right shall not constitute waiver.

23.

Entire Agreement

23.1
These Terms and Conditions constitute the entire agreement between the Company and the Buyer in relation to the sale of Goods and provision of Services.
23.2
These Terms supersede and extinguish all prior discussions, negotiations, representations, understandings, or agreements between the parties, whether written or oral.
23.3
The Buyer acknowledges that it has not relied upon any statement, promise, or representation made or given by or on behalf of the Company which is not expressly set out in these Terms.
23.4
Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
24.

Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.

25.

Website Disclaimer

The information provided on www.keypar.co.uk is for general informational purposes only and is true to the best of company's knowledge.

27.

Privacy Policy & Cookies

The Privacy Policy and Cookies Policy form part of these Terms.

Users must review them before using the website or Services.

28.

Contact Information

For any questions regarding these Terms, please contact the Company through www.keypar.co.uk.

You may also contact us via email at sales@keypar.co.uk

29.

Cybersecurity & Data Limitation of Liability

The Company does not guarantee digital systems are free from cyber threats.

It shall not be liable for cyber attacks, hacking, phishing, email interception, malware, ransomware, or data breaches.

Buyers must independently verify bank details before payment.

The Company is not liable for fraudulent payment due to email compromise.

Buyers are responsible for maintaining their own cybersecurity protection.

Terms & Conditions of Sale

1.

Definitions

'Company' means Keypar Ltd, registered in England and Wales.

'Buyer' means any business customer purchasing Goods or Services.

'Goods' means all products supplied by the Company.

'Services' includes e-commerce packing, Amazon FBA preparation, and related services.

'Order' means any purchase request submitted by the Buyer.

'Contract' means the agreement formed in accordance with Clause 2.

'Business Day' means any day excluding weekends and public holidays in England.

These terms apply strictly to business-to-business transactions.

2.

Basis of Contract

2.1
All Orders placed by the Buyer constitute an offer to purchase Goods subject to these Terms.
2.2
A Contract shall only be formed when the Company issues written confirmation, proforma invoice, or dispatches the Goods — whichever occurs first.
2.3
Automated acknowledgements do not constitute acceptance.
2.4
The Company reserves the right to refuse or cancel any Order prior to dispatch without liability.
2.5
These Terms override any terms proposed by the Buyer unless expressly agreed in writing.
3.

Pricing & Taxation

3.1
All prices are exclusive of VAT unless stated otherwise.
3.2
Export prices exclude customs duties, import taxes, and destination charges.
3.3
The Company reserves the right to amend prices prior to Contract formation.
4.

Payment Terms

4.1 Accepted Payment Method
4.1.1
As per Company policy, payment shall be made strictly by Bank Transfer only.
4.1.2
The Company does not accept payment via:
  • PayPal
  • Credit Cards
  • Debit Cards
  • Online card processors
  • Cash
  • Individual accounts or Personal Bank Account Transfer
4.1.3
Orders shall not be processed or dispatched until cleared funds are received in the Company's bank account, unless credit terms have been approved in writing.
4.2 Accepted Currencies
4.2.1
The Company accepts payment in the following currencies:
  • GBP (British Pound Sterling)
  • USD (United States Dollar)
  • EUR (Euro)
  • SAR (Saudi Arabian Riyals)
  • AED (Arab Emirates Dirham)
4.2.2
The Company operates global banking facilities and may receive multiple currencies under designated bank details.
4.2.3
Any bank charges, intermediary fees, or currency conversion costs shall be borne solely by the Buyer.
4.3 Time for Payment
4.3.1
Time for payment shall be of the essence.
4.3.2
Where credit terms are granted, payment deadlines shall be stated on the invoice.
4.3.3
Late payments may attract statutory interest and recovery costs under applicable UK legislation.
4.4 No Set-Off
4.4.1
The Buyer shall not withhold, deduct, or set off any amounts due against any claims or disputes unless agreed in writing by the Company.
5.

Credit Terms Policy

5.1 Grant of Credit
5.1.1
The Company may, at its sole discretion, offer credit facilities to certain Buyers.
5.1.2
Credit terms are not automatic and shall be granted only upon written approval by the Company.
5.1.3
The Company reserves the absolute right to refuse, restrict, or withdraw credit facilities at any time without prior notice.
5.2 Existing Clients
5.2.1
Credit terms for existing clients shall be determined at the Company's sole discretion and may be adjusted based on:
  • Payment performance;
  • Timeliness of settlement of invoices;
  • Order frequency and volume;
  • Account conduct;
  • Overall commercial relationship.
5.2.2
The Company may revise credit limits, shorten payment periods, or revert accounts to proforma (advance payment) status at any time.
5.3 New Clients
5.3.1
New clients shall ordinarily be required to make full payment in advance prior to dispatch of Goods.
5.3.2
The Company may review credit eligibility for new clients after an initial trading period, based on:
  • Order performance;
  • Payment history;
  • Consistency of trading volume;
  • Financial standing;
  • Commercial references (if requested).
5.3.3
No credit facility shall be deemed granted unless expressly confirmed in writing.
5.4 Payment Period
5.4.1
Where credit is granted, payment terms shall be specified on the invoice.
5.4.2
Time for payment shall be of the essence.
5.4.3
The Company reserves the right to:
  • Charge statutory interest under the Late Payment of Commercial Debts legislation;
  • Suspend further deliveries;
  • Cancel pending Orders;
  • Commence recovery proceedings.
5.5 Suspension & Withdrawal
5.5.1
If any invoice becomes overdue, the Company may immediately:
  • Suspend all outstanding Orders;
  • Withhold deliveries;
  • Revoke credit facilities.
5.5.2
The Company shall not be liable for any losses arising from suspension of credit or supply.
6.

Retention of Title

All Goods remain the property of Keypar Ltd until paid for in full.

7.

Minimum Order Quantity (MOQ) & Value (MOV)

7.1
All Orders are subject to MOQ and/or MOV requirements.
7.2
MOQ shall be strictly based on full case quantities.
7.3
Orders not meeting full case requirements may be adjusted at the Company's discretion.
7.4
Export Orders must meet a minimum Order value between £2,000 and £5,000 depending on product and brand.
8.

UK Delivery Policy

8.1 Free Delivery
8.1.1
Free standard delivery within mainland United Kingdom shall apply only where:
  • The total Order value equals or exceeds £2,000 + VAT;
  • Goods are ordered in full case quantities;
  • Delivery is to a registered Business address or Business warehouse address.
8.1.2
Free delivery does not apply to e-commerce fulfilment deliveries.
8.2 Orders Below £2,000 + VAT
8.2.1
Where the Order value is below £2,000 + VAT:
  • Box Deliveries: £10.00 + VAT
  • Pallet Deliveries: £15.00 + VAT per pallet
8.2.2
Applicable only to Business or Business warehouse addresses.
8.3 Additional Services
8.3.1
For pallet deliveries requiring tail lift and/or priority delivery: £15.00 + VAT per pallet shall apply, even where the free delivery threshold has been met.
8A.

Delivery Timelines

8A.1 Box Deliveries
8A.1.1
Standard box deliveries within mainland United Kingdom are typically completed within 24–48 hours on working days.
8A.1.2
Where cleared funds are received prior to 1:00 PM (UK time), Orders are normally dispatched on the same working day, subject to stock availability.
8A.1.3
The Company's daily warehouse collection cut-off time is 2:30 PM (UK time) on all Business Days.
8A.1.4
Orders received after 1:00 PM may be dispatched on the next Business Day.
8A.2 Pallet Deliveries
8A.2.1
Standard pallet deliveries are typically completed within 48 hours on working days.
8A.2.2
Priority pallet deliveries are typically completed within 24 hours, subject to availability and additional charges under Clause 8.3.
8A.2.3
Delivery timelines are estimates only and are not guaranteed.
8A.2.4
The Company shall not be liable for delays caused by logistics providers or events beyond reasonable control.
9.

Export Orders – Incoterms & Risk

9.1
All export sales shall be governed by Incoterms® 2020 as published by the International Chamber of Commerce (ICC).
9.2
Unless otherwise expressly agreed in writing by the Company, the default delivery term for all export Orders shall be: EXW — Ex Works (Company's premises, United Kingdom).
9.3
Under EXW terms: The Company fulfills its delivery obligation when the Goods are made available at its premises. The Buyer is responsible for:
  • Export clearance / Custom fee
  • Freight arrangements
  • Insurance
  • Import clearance
  • Payment of duties and taxes
  • Any cost incurring in the repacking of the goods other than the standard warehouse packaging shall be borne by the buyer i.e Dangerous Goods, Pallet repacking via third party.
9.4
Risk in the Goods shall pass to the Buyer at the point where the Goods are made available for collection at the Company's premises.
9.5
The Company shall not be responsible for:
  • Export documentation beyond that specified in Clause 10
  • Customs delays
  • Seizure, inspection, or regulatory intervention
  • Loss or damage occurring after risk has passed under EXW terms.
10.

Export Documentation

10.1 Provided Documentation
10.1.1
The Company shall provide only:
  • Commercial Invoice
  • MSDS (where applicable)
  • HSN / HS Code
  • House of Chambers / Country of Origin certificate (Where applicable at reasonable costs)
10.2 Excluded Documentation
10.2.1
The Company shall not provide:
  • Supply chain invoices
  • Manufacturer/Brands authorisation letters
  • Licensing documents
  • Import permits
11.

Logistics & Collection Options

11.1 Buyer-Arranged Collection (Default Position)
11.1.1
Unless otherwise agreed, Goods supplied under EXW terms shall be collected by the Buyer or the Buyer's appointed logistics provider from the Company's warehouse.
11.2 Third-Party Logistics Assistance
11.2.1
In certain cases, the Company may introduce third-party logistics partners to assist with shipment.
11.2.2
Where such assistance is provided:
  • The Buyer shall deal directly with the logistics provider regarding pricing and payment.
  • The Company shall not be responsible for pricing, transit delays, loss, or damage.
11.3 DHL Shipment Option
11.3.1
The Company may, upon request, arrange shipment via DHL at additional cost.
11.3.2
Shipping charges shall be quoted based on:
  • Number of boxes
  • Weight
  • Box dimensions
11.3.3
DHL shipment shall be subject to carrier terms and conditions.
12.

Inspection, Claims, Returns & Damage Policy

12.1 Mandatory Inspection & Notice Requirement
12.1.1
The Buyer must inspect all Goods immediately upon delivery or collection and verify quantities, descriptions, and physical condition.
12.1.2
The Buyer must count and check all Goods at the time of receipt.
12.1.3
Written notice of any claim relating to non-delivery, shortage, damage, incorrect items, or any discrepancy must be received by the Company within 48 hours from the date of delivery or invoice, whichever is earlier.
12.1.4
Compliance with this 48-hour notification requirement is a strict condition precedent to any entitlement to return, refund, credit, replacement, or other remedy.
12.1.5
Failure to notify within this period shall constitute full, unconditional, and irrevocable acceptance of the Goods.
12.2 General Return Conditions
12.2.1
No Goods may be returned without prior written consent from the Company.
12.2.2
Approved returns must:
  • Be unused
  • Be unopened
  • Be in original packaging
  • Be in full case quantities
  • Be in resalable condition
12.2.3
Returned Goods must not be:
  • Used
  • Repackaged
  • Resold
  • Altered
  • Disposed of without prior written instructions from the Company
12.2.4
The Company reserves the right to:
  • Request inspection of the Goods
  • Appoint a third-party inspection agent
  • Conduct stock verification
  • Verify dispatch records with logistics partners
  • Reject unsupported, cosmetic, or unsubstantiated claims
12.3 Incorrect Goods Supplied
12.3.1
If the Company supplies incorrect Goods, it shall arrange collection through its nominated logistics partner at its own expense.
12.3.2
Alternatively, the parties may agree on a commercial resolution, including price adjustment or credit.
12.4 Missing or Shortage Claims
12.4.1
In the event of a shortage claim, the Company shall:
  • Verify dispatch documentation
  • Confirm quantities shipped
  • Liaise with the logistics provider
  • Conduct stock verification where necessary
12.4.2
If a genuine shortage is confirmed, the Company shall issue a credit note or refund.
12.4.3
If records confirm full and correct dispatch, the Buyer may be required to reconfirm stock at the delivery location.
12.5 Damage Claims
12.5.1
Damage claims shall only be accepted where genuine physical damage occurred prior to or during delivery.
12.5.2
Claims must include:
  • Clear photographic evidence of damaged Goods
  • Photographic evidence of original packaging
  • Delivery note and/or invoice reference
12.5.3
The Company reserves the right to reject:
  • Cosmetic damage claims
  • Claims arising after delivery
  • Claims resulting from mishandling or improper storage
12.5.4
Damage occurring during transport arranged by the Buyer or the Buyer's nominated carrier shall remain the Buyer's sole responsibility.
12.5.5
Where damage occurs during Company-arranged transit, photographic evidence must be provided immediately upon delivery. Following verification, a credit or refund may be issued and destruction confirmation may be requested.
12.6 Cancellation & Refund Policy
12.6.1
Where an Order has been paid and delivered, cancellation requests must be notified in writing within 24 hours of delivery.
12.6.2
Return transport shall be arranged and paid by the Buyer unless otherwise agreed in writing.
12.6.3
Upon receipt, Goods shall be inspected for compliance with return conditions.
12.6.4
Refunds may be refused where Goods are:
  • Opened
  • Damaged
  • Altered
  • Substituted
  • Not in resaleable condition
12.6.5
Approved refunds shall be processed within 1–2 Business Days following receipt and inspection.
12.7 Non-Returnable Goods
12.7.1
The following Goods are strictly non-returnable:
  • Export Orders
  • Special request items or non-stock items
  • Clearance or discounted Goods
  • Opened case quantities
13.

Manufacturer's Warranty

13.1
All Goods supplied are branded products manufactured by third-party manufacturers.
13.2
Any warranty or after-sales service shall be provided solely by the respective manufacturer under its own terms and conditions.
13.3
The Buyer must contact the relevant brand's authorised customer support directly for warranty claims or technical issues.
13.4
Keypar Ltd does not provide:
  • Manufacturer warranty
  • Technical repair services
  • Performance guarantees beyond original manufacturer terms
13.5
The Company shall not be liable for:
  • Manufacturer defects
  • Performance failures
  • Product recalls
  • Warranty delays
  • Service centre decisions
13.6
The Company supplies genuine branded products and does not supply private-label, alternative, or substitute lines unless expressly agreed in writing.
14.

E-Commerce Packing Services

14.1
The Company may provide e-commerce packing services for Buyers upon request.
14.2
Such services may include, but are not limited to:
  • Unit preparation
  • Protective packaging
  • Bagging
  • Labelling
  • Multi-pack assembly
  • Preparation for online marketplace fulfilment
14.3
All packing services are chargeable unless otherwise agreed in writing.
14.4
The Company shall perform packing services using commercially reasonable care and skill.
14.5
The Buyer remains solely responsible for:
  • Product compliance
  • Marketplace compliance
  • Labelling accuracy
  • Barcode validity
  • Regulatory conformity
14.6
The Company shall not be liable for: Marketplace rejection, Amazon or third-party fulfilment center penalties, Account suspensions, Listing removal, Compliance breaches — unless caused directly by the Company's proven negligence.
15.

Amazon FBA Preparation Services

15.1
The Company may provide Amazon FBA preparation services upon request.
15.2
FBA preparation services include:
  • FNSKU labelling
  • Poly bagging
  • Single unit preparation
  • Multi-pack preparation
15.3
The following charges shall apply (exclusive of VAT):
  • FBA labelling without bagging (single unit): £0.30 per unit + VAT
  • FBA labelling with bagging (single unit): £0.35 per unit + VAT
  • Multi-pack preparation with bagging: £0.40 per unit + VAT
15.4
All charges are calculated per unit and invoiced accordingly.
15.5
The Buyer must provide accurate FNSKU labels and instructions.
15.6
The Company shall not be responsible for:
  • Incorrect FNSKU codes supplied by the Buyer
  • Amazon fulfilment centre refusal
  • Damage during onward transport
  • Rejection due to Amazon packaging policy updates
15.7
The Buyer acknowledges that Amazon policies may change without notice and the Company shall not be liable for compliance changes implemented by Amazon after packing has been completed.
16.

Storage & Handling for FBA Services

16.1
Where Goods are held for preparation or consolidation, storage charges may apply.
16.2
The Company reserves the right to charge storage fees for Goods not collected or dispatched within agreed timelines.
16.3
Risk in the Goods remains with the Buyer once:
  • Packing is completed;
  • Goods are handed to courier; or
  • Goods are made available for collection
  • whichever occurs first.
17.

Limitation of Liability – Packing & FBA Services

17.1
The Company's liability for packing or FBA services shall be limited to the service fees charged for the relevant batch.
17.2
Under no circumstances shall the Company be liable for:
  • Loss of Amazon selling privileges
  • Loss of profit
  • Account suspension
  • Marketplace penalties
  • Indirect or consequential losses
18.

Brand & Resale Restrictions

The Buyer shall comply with any brand distribution or territory restrictions notified and shall not resell Goods into restricted territories without written consent.

19.

Sanctions & Trade Compliance

The Buyer confirms that it is not subject to sanctions and shall not export or re-export Goods in breach of UK or international trade laws.

20.

Force Majeure

The Company shall not be liable for failure or delay caused by events beyond reasonable control.

21.

Assignment

The Buyer may not assign or transfer its rights or obligations without prior written consent of the Company.

22.

Severability & Waiver

If any provision is held invalid, the remaining provisions remain enforceable.

Failure to enforce any right shall not constitute waiver.

23.

Entire Agreement

23.1
These Terms and Conditions constitute the entire agreement between the Company and the Buyer in relation to the sale of Goods and provision of Services.
23.2
These Terms supersede and extinguish all prior discussions, negotiations, representations, understandings, or agreements between the parties, whether written or oral.
23.3
The Buyer acknowledges that it has not relied upon any statement, promise, or representation made or given by or on behalf of the Company which is not expressly set out in these Terms.
23.4
Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
24.

Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.

25.

Website Disclaimer

The information provided on www.keypar.co.uk is for general informational purposes only and is true to the best of company's knowledge.

26.

External Links Disclaimer

The website may contain links to third-party websites not controlled by the Company.

The Company assumes no responsibility for third-party content or policies.

27.

Privacy Policy & Cookies

The Privacy Policy and Cookies Policy form part of these Terms.

Users must review them before using the website or Services.

28.

Contact Information

For any questions regarding these Terms, please contact the Company through www.keypar.co.uk.

You may also contact us via email at sales@keypar.co.uk

29.

Cybersecurity & Data Limitation of Liability

The Company does not guarantee digital systems are free from cyber threats.

It shall not be liable for cyber attacks, hacking, phishing, email interception, malware, ransomware, or data breaches.

Buyers must independently verify bank details before payment.

The Company is not liable for fraudulent payment due to email compromise.

Buyers are responsible for maintaining their own cybersecurity protection.

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