Terms & Conditions
KSP Tooling LTD
PLEASE NOTE THE LIMITATION OF LIABILITY PROVISIONS IN CONDITION 13.
1.1 In these terms and conditions, the following words and phrases shall have the meanings ascribed to them below:
“Conditions” means these terms and conditions;
“Contract” means the contract between the Supplier and the Customer relating to the supply of Services, incorporating the Conditions and the
“Customer” means the person or party detailed in the Order Confirmation who purchases Services from the Supplier;
“Fees” means the fees detailed in the Order Confirmation;
“Goods” means the goods detailed in the Order Confirmation to be supplied to the Customer by the Supplier;
“Order Confirmation” means the document confirming particulars of the Contract, including (where applicable) the [Services, the Goods] and
“Payment Terms” means the payment terms detailed in the Order Confirmation;
“Services” means the services detailed in the Order Confirmation to be supplied to the Customer by the Supplier;
“Special Conditions” means the special terms and conditions (if any) detailed in the Order Confirmation;
“Supplier” means KSP Tooling LTD, a company registered in England and Wales (company number 6572788), whose registered office is at
Unit 1 Fusion Business Park
DN14 6XL; and
“Payment Terms” means the terms for payment of the Charges as detailed in the Order Confirmation.
2. APPLICATION OF CONDITIONS
2.1 The description and price of the [Goods and Services] shall be detailed in the Order Confirmation.
2.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
2.3 Any variation to these Conditions and any representations about the [Goods and Services] shall have no effect unless expressly agreed in writing.
2.4 If there is any conflict, inconsistency or ambiguity when interpreting the Contract, the following order of precedence shall always apply:
(a) any Special Conditions;
(b) these Conditions;
(c) the Order Confirmation.
3. BASIS OF SUPPLY
3.1 The Contract shall commence on the date the Customer signs the Order Confirmation and returns it to the Supplier.
3.2 The Customer shall ensure that its order is complete and accurate.
3.3 The Customer acknowledges that it has:
(a) not relied on any statement, promise or representation made or given by or on behalf of the Supplier which are not set out in the Contract; and
(b) satisfied itself that the Services are suitable for its own requirements.
4.1 The description and/or quantity of the [Goods and Services] shall be as set out in the Order Confirmation.
4.2 In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations (except fraudulent misrepresentation) which have not been confirmed in writing by an authorised officer of the Supplier.
4.3 Any advice or recommendation given by the Supplier or its employees, contractors or agents to the Customer about the Services which are not confirmed in writing by an authorised officer of the Supplier is followed or acted on entirely at the Customer's own risk.
5. CHANGE CONTROL
5.1 If either party requests a change to the scope or performance of the Contract, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change;
(b) any variations to the Supplier's price arising from the change; and
(c) any other impact of the change on the terms of the Contract.
5.2 If the Supplier requests a change to the scope of the Contract, the Customer shall not unreasonably withhold or delay consent to it.
5.3 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the price, any implementation plan and any other relevant terms of the Contract to take account of the change.
6. DELIVERY, TITLE AND RISK
6.1 Unless otherwise agreed in writing, delivery of the goods shall made to the address stipulated in the Order Confirmation.
6.2. Any date specified by the Supplier for delivery of the Goods shall be an estimate and time for delivery shall not be made of the essence.
6.3 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Supplier may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6.4 The Goods are at the risk of the Supplier, until delivery in accordance with this condition 6, whereupon risk in the Goods shall transfer in full to the Customer.
6.5 Full legal and beneficial title and ownership of the Goods shall pass to the Customer once the Supplier has received in full (in cleared funds) all Fees.]
7. PERFORMANCE OF SERVICES
7.1 Any dates or times specified by the Supplier relating to the performance of the Services are estimates only. Time for performance of the Services shall not be of the essence and shall not be made so by the service of any notice.
7.2 Performance of the Services shall be within a reasonable time.
7.3 If performance of the Services is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall be liable to pay the Supplier on demand all reasonable costs, Fees or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, Fees and losses to the Customer in writing.]
8. CUSTOMER OBLIGATIONS
8.1 The Customer shall:
(a) provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects;
(c) [where the Services are performed at the Customers premises or at any other third-party premises site, be responsible (at its own cost) for preparing such premises by:
(i) obtaining any necessary easements, wayleaves, permissions, consents or licenses, including without limitation, planning permission pursuant to the Town and Country Planning Act 1990 and building regulations consent pursuant to the Buildings Act 1984;
(ii) providing suitable secure space for keeping tools, fittings and materials;
(iii) making electrical power, sanitary facilities and running water available to the Supplier; and
(iv) ensuring that no person interferes with anything installed pursuant to the Services].
9.1 The Fees shall be deemed to be in UK £s (pounds sterling) and unless expressly stated otherwise, shall exclude value added tax (where applicable) at the applicable current rate, which shall be payable in addition.
9.2 The Supplier reserves the right, by giving notice to the Customer at any time to increase any Fees to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier, any change in the Order Confirmation requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
10. INVOICING AND PAYMENT TERMS
10.1 Where credit is granted it is a condition that payment is made by the end of the month following delivery (30 days end of month). For example, goods invoiced in the month of June 2020 need to be paid by the end of July 2020.
10.2 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
10.3 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, without prejudice to any other right or remedy available to the Supplier, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.
11. TERM AND TERMINATION
11.1 The Customer has fourteen (14) days after the day the signed Order Confirmation is received by the Supplier to end the Contract. However, once the Supplier has completed the Contract, the Customer cannot change its mind, even if the period is still running. If the Customer cancels after the Supplier has started the Services, the Customer must pay for the [Goods and Services] provided up until the time the Customers tell the Supplier of its change in mind.
11.2 The Supplier may end this Contract if the Customer:
(a) breaks any of the Conditions;
(b) fails to make any payment to the Supplier when it is due and the Customer still does not make payment within 7 days of the Supplier reminding the Customer that payment is due; and
(c) does not, within a reasonable time, allow the Supplier access to the Customer’s premises to supply the [Goods and Services].
12. QUALITY, WARRANTIES AND REMEDIES
12.1 [The Supplier warrants to the Customer that the Goods are free from defects in materials and workmanship. The Supplier undertakes, at its option, to repair or replace the Goods which are found to be defective as a result of defective materials or workmanship within twelve (12) months of the date of delivery.
12.2 The Supplier shall not be liable for a breach of the warranty contained in condition 12.1 unless:
(a) the Customer gives written notice of the defect to the Supplier within seven (7) days of the time when the Customer discovers or ought to have discovered the defect; and
(b) after receiving the notice, the Supplier is given a reasonable opportunity of examining such Goods and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost for the examination to take place there.
12.3 The Supplier shall not be liable for a breach of the warranty in condition 12.1 if:
(a) the Customer makes any use of Goods in respect of which it has given written notice; or
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Customer alters or repairs the relevant Goods without the written consent of the Supplier.]
[12.4The Supplier warrants that:
(a) the Services shall be performed using reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982;
(b) any deliverables supplied pursuant to the Services (including any without limitation any media, computer programs, data, diagrams, reports and specifications).
12.5 The Supplier shall not be liable for a breach of the warranty in condition 12.4 unless the Customer gives the Supplier written notice of the defect in the Services within seven (7) days of their performance.
12.6 Subject to conditions 12.4 and 12.5, if any of the Services do not conform with the warranty in condition 12.4, the Supplier shall at its option reperform the Services or refund the price of such Services at the pro rata Contract rate.
12.7 The Supplier shall have no further liability and the Customer shall have no claim for a breach of the warranty in condition 12.4, if the Supplier fully complies with this condition 12.
13. LIMITATION OF LIABILITY
13.1 The total liability of the Supplier under this Contract is limited to the Fees.
13.2 The Supplier is responsible to the Customer for foreseeable loss and damage caused by the Supplier. The Supplier is responsible for loss or damage the Customer suffers that is a foreseeable result of the Supplier breaking this Contract or the Supplier failing to use reasonable care and skill, but the Supplier is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Supplier and the Customer knew it might happen, for example, if it was discussed during the sales process.
13.3 The Supplier do not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.
14 UNFORSEEABLE DELAYS
14.1 The Supplier reserves the right to defer the performance of the Contract (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
15. DISPUTE RESOLUTION
15.1 Excluding any dispute relating to non-payment of the price by the Customer, for whatever reason, the parties shall attempt to resolve a dispute arising from the Contract in good faith and without recourse to legal proceedings.
15.2 If the parties are unable to resolve such dispute or difference within fourteen (14) days of initial discussions between the parties taking place, either party may request the other in writing that the matter be referred to senior representatives of the parties with authority to settle the dispute, who shall attempt to resolve the dispute within thirty (30) days of the written request to do so.
15.3 If the dispute is not settled by the mechanism contemplated in clause 15.2, either party may request the Centre for Dispute Resolution (“CEDR”) in writing to appoint an independent expert.
15.4 The fees of the expert including the cost of his nomination shall be borne equally by the parties who shall bear their own costs, save as where otherwise directed by the expert.
15.5 The expert determination is to be conclusive and binding on the parties except where there is fraud or a manifest error or on a matter of law
16.1 The Supplier may assign the Contract or any part of it to any third party. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.4 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
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