Keeler Ltd – Terms & conditions of sale

Effective Date: 14/10/2025

1.0 Prices, taxes and permits

All prices are subject to change without notice. Seller’s price shall be its price in effect at the time of shipment. All prices exclude sales, use, franchise, license, excise and other taxes in respect of manufacture, sale or delivery of the goods furnished hereunder, export or import duties and inspection fees, all of which shall be paid by Purchaser unless a proper exemption certificate is furnished.

2.0 Returned goods policy:

Please read our separate policy for further information on our Refund and returns process.

3.0 Risk of loss

Purchaser assumes all responsibility for risk of loss of, or damages to, the goods furnished hereunder, upon delivery by Seller. If the Purchaser delays shipment, the goods furnished hereunder shall be held at Purchaser’s risk and subject to reasonable storage charges.

4.0 Delays

Seller shall not be responsible for reasonable or excusable delays in filling any order when due. “Excusable delays” include, without limitation, delays resulting from accidents; acts of God; strikes; riots; civil commotion; fires; floods; freight embargoes or transportation delays; shortage of labor; inability to secure fuel; materials; supplies or power; all at present prices or on account of shortages thereof; any existing or future laws, acts, regulations, orders, requests or decrees, of the Federal or of any State Government affecting the conduct of Seller’s business which Seller in its judgment and discretion deems it advisable to comply with as a legal or patriotic duty; or other causes beyond Seller’s control. “Reasonable delays” include, without limitation, delays to which the Purchaser, when notified, makes no objection. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. In the event of inability, for any reason, to supply the goods to be furnished hereunder, Seller may allocate its available supply of such goods or raw materials among any or all purchasers, as well as departments, divisions, subsidiaries or affiliates of Seller or among Seller’s product lines on such basis as Seller may deem practical without liability for any failure of performance which may result therefrom.

5.0 Warranties

Please read our separate policy for further information on the warranty period, what is covered and how to submit a claim. Visit our warranty policy here

6.0 Patent indemnity

In the event of any award of damages by a European court, from which no appeal can be taken against Purchaser arising out of a claim of infringement by the goods supplied hereunder, of any existent valid patent owned by a third party, Purchaser and Seller agree that Seller shall indemnify Purchaser for such damages to the extent specified in Section 7 hereof, provided Purchaser notifies Seller in writing within ten (10) days from the receipt by Purchaser of the first notice of said claim infringement. Seller, at its option shall have the right to participate in the defense of any such infringement action. Such participation, however, will not constitute any admission of liability upon Seller’s part. Any indemnification by Seller will be conditioned upon Purchaser’s full assistance and cooperation in the defense of any such action. Seller shall have no obligation or other liability to Purchaser for infringement arising from the use of the goods furnished hereunder in the operation of any process or in combination with other materials or arising from any alteration in the goods made by the Purchaser.

7.0 Zero-tolerance policy

Seller has a zero-tolerance policy towards any bribery or corrupt practices in its business dealings. Purchaser represents and warrants to Seller that it has not engaged in business practices which violate any applicable local, state, federal and foreign laws, orders, rules and regulations regarding bribery and corruption, including:

(i) the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) (the “FCPA”) and
(ii) the UK Bribery Act 2010. Except in compliance with the FCPA, neither Purchaser nor any individual acting on its behalf has: (a) given or offered or promised to give, for or on behalf of Purchaser, either directly or through a consultant or other third party, anything of value, whether monetary or non-monetary (whether a gift, travel, lodging, meal, payment or otherwise), to or for the benefit of any of the persons or entities listed below; or (b) authorized or approved any of the foregoing:

  • any political party, employee of a political party, or candidate for political office;
  • any government official, government employee, employee of a government-owned or government-controlled entity, or person acting in an official capacity for or on behalf of the government; or
  • any official or employee of an international organization (e.g., the Red Cross or the United National), or person acting in an official capacity for or on behalf of such an organization.

Purchaser shall remain in compliance with this clause during the term of any agreement with Seller and while conducting any business dealings with on behalf of Seller. In the event Purchaser breaches this clause, Seller may, in its sole discretion, terminate any agreement with Purchaser without penalty and without any compensation to Purchaser. Purchaser shall indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from failure of the Purchaser to comply with this clause.