We Design : We produce : We Install

KeyMT Terms and Conditions June 2018


Terms and Conditions

‘You’ Any individual, firm or company who purchases goods and/or services from The Supplier 


‘The Supplier’ KeyMT Installation of 82 Bison Place Moss Side Industrial Estate Leyland

Lancashire PR26 7QR (registered under company number 6857865)

1. Background

1.1 These Terms and Conditions form part of any contract between ‘You’ and ‘The Supplier’ for

the goods and/or services which are proposed and agreed

1.2 You confirm that You have read and agree to be bound by these Terms and Conditions

1.3 All contracts entered into with The Supplier are subject to these Terms and Conditions

1.4 These Terms and Conditions shall override any contrary, different or additional Terms or

Conditions (if any) contained in, or referred to in any other documents or correspondence

from You, and no addition, alteration or substitution of these Terms and Conditions will bind

The Supplier or form part of the contract with You. These Terms and Conditions shall apply

no matter where You are located or wherever any place of business operated by You is

situated

1.5 The Supplier has the right to vary these Terms and Conditions at any time by giving written

notice to You. Any such variation notified by The Supplier will take effect immediately

2. Definitions

The following definitions will apply within these Terms and Conditions:

2.1 ‘Business Days’ a day (other than a Saturday, Sunday or public holiday) when banks in

London are open for business

2.2 ‘Commencement Date’

2.3 ‘Contract’ the contract between The Supplier and You in accordance with these Conditions.

2.4 ‘Due Date’ means 30 days from the invoice date and is the day Fees are payable

2.5 ‘Order’ The Supplier’s quotation document which has been accepted by You, either in writing

or by You raising of a purchase order form, for the supply of goods and/or services.

2.6 ‘Terms and Conditions’ means these Terms and Conditions as varied from time to time.

2.7 ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and

related rights, trade marks business names and domain names, rights in get-up goodwill

and the right to sue for passing off rights in designs database rights, rights to use, and

protect the confidentiality of, confidential information and all other intellectual property rights,

in each case whether registered or unregistered and including all applications and rights to

apply for and be granted, renewals or extensions of, and rights to claim priority from, such

rights and all similar or equivalent rights or forms of protection which subsist or will subsist

now or in the future in any part of the world.

KeyMT Terms and Conditions June 2018



3. Basis of Contract

3.1 You acknowledge that when entering into a contract with The Supplier that You have not

relied upon any statement or representation made by The Supplier’s employees; agents;

contractors or sub-contractors

3.2 Any purchase order form constitutes an offer by You to purchase goods and/or services in

accordance with these terms and conditions

3.3 These terms and conditions apply to the contract to the exclusion of any other terms that

You may seek to impose or incorporate, or which are implied by trade, custom, practice or

course of dealing

3.4 Any samples, drawings, descriptive matter or advertising issued by The Supplier and any

sales literature price lists and other documents issued by The Supplier in relation to the goods

and/or services are subject to alteration without notice and do not constitute offers to sell the

goods which illustrations or descriptions of the goods and/or services contained in The

Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an

approximate idea of the services and/or goods described in them. They shall not form part of

the contract or have any contractual force

4. The Services

4.1 The Supplier shall use all reasonable endeavours to meet any performance dates for the

services specified in the contract but any such dates shall be estimates only and time shall

not be of the essence for the performance of the services

4.2 The Supplier reserves the right to amend any Service Specification if necessary to comply

with any applicable law or regulatory requirement

4.3 The Supplier warrants that the services will be provided using reasonable care and skill

4.4 You will provide The Supplier, its employees; agents; consultants; contracts and/or

subcontractors access to premises, office accommodation and other facilities as reasonably

required by The Supplier to provide the services

4.5 You will provide The Supplier with such information and materials as The Supplier may

reasonably require in order to supply the services and ensure that such information is

complete and accurate in all material respects

4.6 The Supplier shall not be liable for any costs or losses sustained or incurred by You arising

directly or indirectly from The Supplier’s failure or delay to perform any of its obligations

under the contract

4.7 You shall reimburse The Supplier on written demand for any costs or losses sustained or

incurred by The Supplier arising directly or indirectly from any default by You

5. The Goods

5.1 The Supplier reserves the right to make any changes in the specification of the goods which

are required to conform with any applicable safety or other statutory regulatory requirements

KeyMT Terms and Conditions June 2018



5.2 Title to the goods shall not pass to You until The Supplier receives payment in full (in cash or

cleared funds) for the goods in respect of which payment has become due, in which case

title to the goods shall pass at the time of payment

6. Price

6.1 The price of the goods and/or services shall be the price as set out in The Supplier’s

quotation current at the date of acceptance or other price as may be agreed in

writing

7. Payment Terms

7.1 Time is of the essence for payment. If payment or any part of payment of the Fees by You is

delayed beyond its Due Date The Supplier shall, without limiting The Supplier’s other rights

or remedies charge interest on any such outstanding sums at a rate of 8% per annum above

the base lending rate of The Bank of England UK, from the Due Date until the date of receipt

of actual payment

7.2 The Company reserves the right to charge an administration fee for late payment of

Fees

7.3 You shall pay all amounts due under the contract in full without any set-off, counterclaim,

deduction or withholding (except for any deduction or withholding required by law). The

Supplier may at any time, without limiting any other rights or remedies it may have, set off

any amount owing to it by You against any amount payable by The Supplier to You

8. Termination and Cancellation

8.1 No order which has been accepted by The Supplier may be cancelled by You except with

the agreement in writing of The Supplier on the terms that You shall indemnify The Supplier

in full against all loss (including loss of profit) costs (including the cost of all labour and

materials used), damages, charges and expenses incurred by The Supplier as a result of

such cancellation

8.2 Without affecting any other right or remedy available to it, The Supplier may terminate the

contract with immediate effect by giving written notice to You if You fail to pay any amount

due under the contract on the due date for payment

8.3 You shall return all of The Supplier materials and any deliverables or goods which have not

been fully paid for. If You fail to do so, then The Supplier may enter Your premises and take

possession of them. Until they have been returned, You shall be solely responsible

for their safe keeping and will not use them for any purpose not connected with this

contract

8.4 Neither party shall be in breach of the contract nor liable for delay in performing or failure to

perform, any of its obligations under the contract if such delay or failure result from events,

circumstances or causes beyond its reasonable control

9. Ownership 

9.1 The Supplier shall own all intellectual property rights in all reports, documents,

programmes and other publications of whatsoever nature, produced directly or indirectly by

or for it and shall be entitled to compensation, or any other remedy, for breach of the

same

KeyMT Terms and Conditions June 2018



10. Liability

10.1 Except in the case of fraud, The Supplier shall have no responsibility or liability

whatsoever for any loss of profit, business, revenues, or contracts or for any special,

consequential or indirect loss incurred or suffered by You, arising directly or indirectly

out of The Supplier’s contract with You

10.2 Nothing in the Contract limits any liability which cannot legally be limited

11. Assignment and other dealings

11.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust

over or deal in any other manner with any or all of its rights and obligations under the contract

11.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over

or deal in any other manner with any of Your rights and obligations under the contract

12. Disputes

Choice of Law and Jurisdiction

You irrevocably submit to English Law and the exclusive jurisdiction of the English Courts in relation

to the contract and any disputes or claims arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims).