Terms & Conditions

1. Definitions and Interpretation

1. 1.1 In these Conditions, unless the context requires otherwise:
   • “Agreement” means the agreement between Kyocera and the Customer for the sale and purchase of the Products and Services comprising these Conditions;
   • “Bribery Laws” means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in force in relation to bribery or corruption;
   • “Business Days” means any day from Monday to Friday 8.00am to 6.00pm excluding public holidays in the United Kingdom;
   • “Conditions” means these terms & conditions of sale and any special terms and conditions agreed in writing by Kyocera;
   • “Controller” has the meaning given to that term in Data Protection Laws;
   • “Data Protection Laws” means any applicable law, statute, regulation or subordinate legislation and all policies, codes of conduct, direction, policy rule or order issued by any regulatory body having jurisdiction over a Party that is from time to time in force including the Information Commissioner’s Office, relating to data protection, privacy and the processing of Personal Data, including:
     • the Data Protection Act 2018;
     • Privacy and Electronic Communications (EC Directive) Regulations 2003 and the EU Privacy and Electronic Communications Directive 2002/58/EC as implemented in each relevant jurisdiction;
     • the (EU) General Data Protection Regulation 2016/679 (“GDPR”); and
     • any corresponding or equivalent national laws or regulations to any of the above and any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above from time to time;
   • “Data Subject” has the meaning given to that term in Data Protection Laws;
   • “Delivery Note” means the document provided by Kyocera to the Customer on delivery of the Products;
   • “Force Majeure Event” means an event beyond the reasonable control of Kyocera, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable. These shall include but not be limited to strikes or other industrial disputes, failure of energy sources or transport networks, acts of God, war, terrorism, riot, breakdown of plant or machinery, explosions, collapse of building structures, fires, floods, storms, or similar events;
   • “Group” means in relation to a company, that company, its subsidiaries, its holding company and their subsidiaries;
   • “Kyocera WebShop” means the ecommerce portal in which the Customer orders are placed, as applicable to this agreement;
   • “Order” means the Customer’s order for the Products and Services that conforms with clause 2.1;
   • “Order Acknowledgment” means a written acknowledgement from Kyocera to the Customer accepting an Order;
   • “Party” means, as appropriate, either the Customer or Kyocera;
   • “Personal Data” has the meaning given to that term in Data Protection Laws;
   • “Processor” has the meaning given to that term in Data Protection Laws;
   • “Price” means the price payable by the Customer for the Products as described in clause 3.1;
   • “Products” means the products manufactured by Kyocera or a third party, including but not limited to toners, maintenance kits, software and hardware, and made available to the Customer through the Kyocera WebShop, under these Conditions and which Kyocera may amend from time to time;
   • “Services” means the Services set out in an Order from the Kyocera WebShop and to be performed or supplied by Kyocera for the Customer;
   • “Sub-Processor” means another Processor engaged by Kyocera for carrying out Processing activities in respect of the Personal Data as part of the Services on behalf of the Customer;
   • “Warranty” has the meaning given to it in clause 7.1.
2. 1.2 In these Conditions:
   1. 1.2.1 Words in the singular include the plural meaning and words in the plural include the singular meaning.
   2. 1.2.2 Headings are for reference only and do not affect the meaning or interpretation of these Conditions.
   3. 1.2.3 References to any act, regulation, code of practice or statutory order shall be interpreted so as to include any change, re-enactment or extension of the act, regulations, code of practice or statutory order.
   4. 1.2.4 Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts, in each case whether or not having separate legal personality.
   5. 1.2.5 These Conditions apply to and form part of the Agreement between Kyocera and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
   6. 1.2.6 No variation of these Conditions shall be binding unless agreed in writing by the Company Secretary or the Managing Director of Kyocera.
   7. 1.2.7 No terms or conditions endorsed on, or delivered with, or contained in the Customer’s Order, specification or other document shall form part of the Agreement except where Kyocera has provided written acceptance of such terms.

2. Orders

1. 2.1 The Customer shall place Orders through the Kyocera WebShop.
2. 2.2 The Order constitutes an offer by the Customer to purchase the Products and Services on these Conditions and cannot form an Agreement with Kyocera until an Order Acknowledgement has been issued and confirmation of dispatch by Kyocera.
3. 2.3 Once the Agreement is formed, the Customer shall not modify or cancel the Order without the prior written consent of Kyocera. Kyocera shall have the right at any time to cancel the Agreement for any reason within five (5) days of the date of the Order being placed.
4. 2.4 Orders are restricted to customers within the United Kingdom. Customers are prohibited from processing orders on behalf of parties subject to financial sanctions or other prohibition of sale according to UK law.
5. 2.5 Kyocera reserves the right to cancel orders where a pricing, product description or promotional error is identified.
6. 2.6 All Products and Services are subject to availability. Products displayed on the Website may not always be immediately available for dispatch.
7. 2.7 Kyocera reserves the right to perform identity and other associated checks in accordance with applicable legal requirements, including “Know Your Customer” requirements.
8. 2.8 Further to clause 2.7, Kyocera may limit, refuse or cancel any order where fraud, unauthorised activity or suspicious purchasing behaviour is reasonably suspected. Limitations may apply to quantities purchased per order, account or address.

3. Price

1. 3.1 The price for the Products and Service shall be as set out in the Order in accordance with the advertised price within the Kyocera WebShop at the point of sale.
2. 3.2 In the event that the delivery lead-time for one of any number of Products is sixty (60) days after the date of Order Acknowledgement then the Price of those Products shall be as set out in the price list in force at the time of their delivery to the Customer.
3. 3.3 The Prices are exclusive of:
   1. 3.3.1 Packaging, delivery, and insurance which shall be charged in addition at Kyocera’s standard rates; and
   2. 3.3.2 VAT, or equivalent sales tax.
4. 3.4 The Customer shall pay any applicable VAT to Kyocera on receipt of a valid VAT invoice.
5. 3.5 Kyocera may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to Kyocera of supplying the relevant Products beyond the reasonable control of Kyocera including without limitation any increase in the costs of shipping, storage or servicing of the Products, changes in currency exchange rates and any costs resulting from the United Kingdom ceasing to be a member of the European Union.

4. Payment

1. 4.1 Kyocera shall process payments through the Kyocera WebShop, via the Stripe platform.
2. 4.2 In the event of a failed or declined payment, your order may be delayed until payment is successfully received or cancelled in its entirety.
3. 4.3 For the avoidance of doubt, pricing is in Great British Pounds Sterling, as advertised on the Kyocera WebShop.

5. Delivery

1. 5.1 Delivery of the Products shall take place when:
   1. 5.1.1 if to be delivered by Kyocera, on completion of unloading of the Product(s) at the Customer address specified in the Agreement;
   2. 5.1.2 if to be delivered by Kyocera’s appointed courier, on delivery of the Product(s) by Kyocera’s appointed courier; or
   3. 5.1.3 if to be collected by the Customer, when Kyocera makes the Product(s) available for collection at the address specified in the Agreement.
2. 5.2 Delivery of the Products shall be accompanied by a Delivery Note stating:
   1. 5.2.1 the date of the Order;
   2. 5.2.2 the type and quantity of Products in the consignment;
   3. 5.2.3 the Product numbers; and
   4. 5.2.4 any other special handling instructions that may be applicable.
3. 5.3 Deliveries shall be processed upon successful payment of the Order as outlined in clause 4.1.
4. 5.4 Deliveries of Products shall be made to the specified delivery address entered when placing the order on the Kyocera WebShop.
5. 5.5 Kyocera accepts no responsibility or liability for orders delivered to an erroneous address entered by the customer.
6. 5.6 The Products may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel the Order or any other instalment.
7. 5.7 On delivery, the Customer shall be responsible for inspecting the Products and packaging to ensure the Products match the order processed via the Kyocera WebShop. The Customer shall within two (2) days inform Kyocera by email at CustomerSupportTeam@duk.kyocera.comCustomerSupportTeam@duk.kyocera.com if any of the delivered Products are damaged, opened or do not match the information on the Delivery Note and include photographic evidence of any damage. Kyocera shall within a reasonable time investigate and advise the Customer of the outcome of its investigation.
8. 5.8 Kyocera shall not be liable for any delay in or failure of delivery caused by the Customer’s failure to:
   1. 5.8.1 prepare the location in accordance with Kyocera’s instructions or as required for delivery, and where applicable as instructed by Kyocera; and/or
   2. 5.8.2 provide Kyocera with adequate instructions for delivery and installation, if being conducted by Kyocera, of the Products.
9. 5.9 Any dates quoted for delivery are approximate only. Time of delivery shall not be of the essence.

6. Risk and Title

1. 6.1 The title to and risk in the Products shall pass to the Customer on delivery in accordance with clause 5.1.

7. Warranties

1. 7.1 Warranty of Products shall be set out on the relevant product page of the Kyocera WebShop. In the absence of such information on the product page, a Product warranty period of one (1) year shall be assumed.
2. 7.2 Kyocera warrants that the Products shall for the duration of the Warranty:
   1. 7.2.1 conform in all material respects with the specification set out in the product datasheet provided to the Customer; and
   2. 7.2.2 be free from material defects in design, material and workmanship.
3. 7.3 Kyocera’s Warranty will only apply providing that the Products are not damaged or dealt with by the Customer in any way that is prohibited by the Agreement.
4. 7.4 Where the Customer uses products other than the Products or other than as permitted under the Agreement it will invalidate the Warranty.
5. 7.5 Any Warranty provided by Kyocera will be subject to the following conditions:
   1. 7.5.1 Kyocera shall be under no liability for any defect in the Products arising from drawings, specifications or designs supplied by the Customer;
   2. 7.5.2 Kyocera shall be under no liability for any warranty if the full value for the Products has not been paid by the due date for payment; and
   3. 7.5.3 Kyocera shall be under no liability in respect of fair wear and tear, negligence, abnormal working conditions, wilful damage, and failure to follow Kyocera instructions, misuse or alteration or repair of the Product carried out by the Customer without Kyocera’s written approval.
6. 7.6 The Warranty in this clause does not extend to parts, materials or equipment not manufactured by Kyocera or any member of its Group. In this respect, the Customer shall only be entitled to the benefit of such warranty as is provided by that manufacturer.
7. 7.7 Except as set out in this clause 7 and the relevant product datasheet(s), Kyocera gives no warranties and makes no representations in relation to the Product(s).

8. Indemnity

1. 8.1 Notwithstanding the limitations set out under clause 9 below, the Customer will indemnify and keep Kyocera indemnified against all direct losses, damages, costs or expenses and other liabilities, including legal fees, incurred by, awarded against or agreed to be paid by Kyocera arising from any breach of the Customer’s obligations under this Agreement and/or its employees negligence and/or wilful misconduct.

9. Liability

1. 9.1 Neither Party excludes or limits its liability for:
   1. 9.1.1 death or personal injury caused by its negligence;
   2. 9.1.2 fraud or fraudulent misrepresentation; and/or
   3. 9.1.3 any other liability that cannot be limited or excluded by law.
2. 9.2 Subject to clause 9.1, Kyocera shall not be liable under this Agreement to the Customer for:
   1. 9.2.1 loss of profits or revenues or loss of anticipated savings; or
   2. 9.2.2 loss of Agreement or business opportunities, loss of goodwill or harm to reputation arising out of or in connection with this Agreement or any other indirect or consequential losses.
3. 9.3 To the fullest extent permitted by law, Kyocera shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with the use of the Webshop or the purchase of Products.
4. 9.4 Subject to clause 9.1 above, a Party’s liability to the other for loss, damage costs, claims or expenses suffered by the other Party under or in connection with this Agreement, whether arising from breach of Agreement, negligence or howsoever, shall be limited as to the amount paid by the Customer for the relevant product.
5. 9.5 Kyocera gives no warranties and makes no representations in respect of the Products or Services except as expressly set out in this Agreement.

10. Confidentiality

1. 10.1 The Customer shall keep confidential all commercial, financial or technical information, plans, know-how or trade secrets of Kyocera which is obviously confidential or has been identified as such. The provisions of this clause shall not apply to:
   1. 10.1.1 any information which was in the public domain at the date of the Agreement;
   2. 10.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related agreement;
   3. 10.1.3 any information which is independently developed by the Customer without using information supplied by Kyocera; or
   4. 10.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
2. 10.2 This clause shall remain in force in perpetuity from the date of the Agreement.
3. 10.3 The Customer shall not make any public announcement or disclose any information regarding the Agreement, except to the extent required by law or regulatory authority.

11. Data Protection

1. 11.1 The processing of data in line with this agreement shall be governed by the Kyocera WebShop privacy notice, readily available from the site. This includes information on defined controllers and processors and other pertinent information.

12. Force Majeure

1. 12.1 Neither Party shall be liable to the other Party by reason of any failure or delay in performance of its obligations under the Agreement which is due to a Force Majeure Event where there is no practicable means available to the Party concerned to avoid such failure or delay.
2. 12.2 A Party that is subject to a Force Majeure Event shall not be in breach of the Agreement provided that:
   1. 12.2.1 it promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
   2. 12.2.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
   3. 12.2.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event by carrying out its obligations under the Agreement in any way that is reasonably practicable and the Party resumes the performance of its obligations as soon as reasonably possible.
3. 12.3 If the Force Majeure Event continues for a continuous period of more than three months, either Party may terminate the Agreement by giving fourteen (14) days’ written notice to the other Party. On the expiry of this notice period, the Agreement will terminate. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of the Agreement occurring prior to such termination.
4. 12.4 Stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so.
5. 12.5 Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of Kyocera at any time up to the date of termination.

13. Returns and Refunds

1. 13.1 Any returns or refunds must be requested by the customer at webshop-returns@duk.kyocera.com. This must be no later than 28 days from the date of delivery.
2. 13.2 Any return must include all parts, peripherals and manuals that arrived with the product and be returned in its original packaging.
3. 13.3 No refunds shall be processed whereby the customer is responsible for damage to the product, inclusive of attempts to repair or alter the product.
4. 13.4 Returns and refunds may only be processed alongside a valid proof of purchase, for example receipt from the Kyocera WebShop.
5. 13.5 For consumer purchases, the Customer’s rights as outlined by the Consumer Rights Act 2015 shall be respected in reference to returns and refunds.

14. General

1. 14.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
2. 14.2 Notwithstanding that the whole or any part of any provision of these Conditions may prove to be illegal or unenforceable the remainder of these provisions and other provisions of these Conditions shall continue in full force and effect.
3. 14.3 No waiver by Kyocera of any breach of these Conditions shall be considered as a waiver of any subsequent breach of that or any other provision of these Conditions.
4. 14.4 A person who is not a Party to the Agreement shall not have any rights under or in connection with it.
5. 14.5 This Agreement constitutes the whole agreement between the Parties and supersedes all prior negotiations, representations, agreements and undertakings, whether written or oral.
6. 14.6 Each Party acknowledges that, in entering into the Agreement it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty, whether made negligently or innocently, other than as expressly set out in the Agreement.