Terms and Conditions of Trading
In these terms and conditions of trading ‘Key Insite’ means Key InSite Limited., ‘Customer’ means the company or person to whom Key InSite has agreed to supply goods and/or services, and ‘Goods’ means any products and / or services supplied by Key InSite. If a customer deals with Key InSite as a consumer nothing in these terms is intended to affect, nor will it affect, a consumer’s statutory rights.
All orders are subject to availability of goods, and workshop capacity, and are subject to written acceptance by Key InSite. Any prior indications by Key InSite by letter, telephone, fax, email, or verbally shall be provisional only. Cancellation is not permitted except where expressly agreed in writing by a director of Key InSite. A list of directors is available on request. If Key InSite agrees to cancel, the customer shall indemnify Key InSite against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, and expenses incurred as a result of the cancellation.
All catalogues, price lists, and other promotional materials are intended as a guide only and no variations shall give rise to a claim against Key InSite. Prices quoted are subject to acceptance of the customer’s order by Key InSite. Unless specifically included in the quotation, prices quoted do not include delivery and Value Added Tax which will be added. Key InSite reserves the right, by giving notice to the customer, to adjust the price of goods to take account of any increase in costs owing to factors beyond Key InSite control.
Copyright and other intellectual property rights in software products supplied by Key InSite either already loaded on hardware products or supplied separately are owned by third parties or by Key InSite. Software products are supplied on condition Customer accepts the terms of the software owner’s licence agreement. Title in software products do not pass to the customer. Computer programs commissioned by the customer are subject to separate terms which are available on request. Software owned by Key InSite is licensed for use by the original customer only and the license is subject to the restrictions and limits of liability in this agreement.
Unless otherwise agreed, delivery will be at Key InSite address. Delivery dates and times quoted by Key InSite are from receipt of order. All dates and times quoted are estimates and any delay in meeting delivery dates will neither give rise to a right to cancel the order, nor give rise to any liability for loss or damage arising from failure to deliver on the stated date. Key InSite reserves the right to deliver by installments and to invoice each separately.
Unless otherwise agreed in writing all invoices are payable before delivery of goods or against pro-forma invoice whichever is the earlier. If the customer is an approved account holder, invoices are payable net (and any right of set off is hereby excluded) not later than ten days after invoice date. Time for payment is of the essence. If the customer fails to make payment as provided for above, Key InSite shall have the right (in addition to other remedies) to charge interest on overdue accounts at the rate of 8% per month until payment is received.
In the event that the customer is declared bankrupt or insolvent, or compounds with its creditors, or has distress levied against its goods or assets, or becomes subject to an administration order, has a receiver or administrative receiver appointed over any of the customer’s property, goes into liquidation or ceases to carry on business then Key InSite shall have the right to suspend deliveries until payment has been made for goods already delivered and for all outstanding orders. In any event goods already delivered in which Key InSite retains title shall be either paid for in full or returned forthwith.
Except for software products where ownership does not pass, ownership of the goods does not pass to the customer until payment due under all contracts with Key InSite is made in full. Until ownership of the Goods passes to Customer:
a) Customer holds the Goods as fiduciary agent and bailee for Key InSite;
b) The Goods must be stored and marked in such a way as to be clearly identifiable as belonging to Key InSite;
c) Customer shall keep a record of the numbers of serial numbered Goods;
d) The Goods must be kept in good repair and insured for an amount equal to the contract price;
e) Customer shall not be entitled to sub-sell charge encumber or otherwise deal with the Goods.
Risk in the Goods shall pass to Customer as soon as they are delivered to, or collected by, Customer, or its agent, whichever is the earlier.
If on delivery, the Goods are found to be in a condition or form that, but for this condition, would have entitled Customer to terminate the contract or claim damages, Key InSite reserve the right to repair or replace the Goods. Key InSite shall repair or, at its option, replace Goods found to be defective because of parts or workmanship during the period of 90 days from delivery. In the case of defects or faulty workmanship in Goods or part of the Goods supplied but not manufactured by Key InSite, Customer shall not be entitled to receive any greater benefit under this agreement than shall be received by Key InSite under any guarantee or warranty given to Key InSite by the manufacturers or suppliers of the Goods. The warranties in this section do not extend to defects caused by installation of computer games, shareware, or freeware, not previously tested and approved by Key InSite, or by improper or abnormal use, improper maintenance, repair or modification of the Goods not authorised by Key InSite. Key InSite does not warrant that software products will meet Customers data processing requirements or the operation of the software will be uninterrupted or error free or the function of the software products will operate in the combinations Customer selects for use. To claim the benefit of this warranty Customer must inform Key InSite of a relevant defect within 7 working days of discovering it and return the Goods to Key InSite at Customer’s expense. The Goods will be at Customer’s risk in respect of accidental loss while in transit to Key InSite. In return for the benefit of these warranties, Customer agrees that all warranties conditions or other terms implied by law are excluded to the fullest extent permitted by law.
Integrity of Data
Whilst Key InSite will take care not to damage data files (where practicable) Key InSite does not guarantee the integrity of the data held on computers in their care. The safe backup of data is the sole responsibility of Customer.
Key InSite is not liable for any consequential or indirect loss suffered by Customer, whether it arises from breach of a duty in contract, tort or in any other way including negligence. Non-exhaustive illustrations of consequential or indirect loss would be loss or corruption of data, loss of profits; loss of future business or orders; loss of reputation, connection, or goodwill; loss of production or anticipated savings; death or personal injury, damage to property; damages, costs or expenses payable by Customer to its customers or sub-contractors or other third parties. In respect of direct loss, Key InSite total liability for any one claim or for the total of all claims arising from any one act or default (whether arising from our negligence or otherwise) shall not exceed the contract price. Nothing in this clause is deemed to exclude or restrict Key InSite liability to Customer for death or personal injury resulting from v negligence.
a) Key InSite is not liable for any failure to deliver the Goods arising from circumstances outside its control.
b) If the circumstances preventing delivery continue for 3 months, either party may cancel the contract immediately by notice to the other. If the contract is cancelled in this way, Key InSite are not liable to compensate Customer for any loss or damage caused by the failure to deliver.
Key InSite shall not be liable for any shortage or damage to the Goods on delivery unless Customer complies with all of the following conditions:
a) Customer must whenever possible inspect the Goods on delivery;
b) where the Goods cannot be inspected on delivery then the delivery note must be marked “not inspected”;
c) Customer must give Key InSite written notice of the alleged defect, shortage in quantity, damage or failure to comply with its description or sample within 5 days of delivery; and
d) Customer must give Key InSite a reasonable opportunity to inspect the Goods before Customer uses, alters, or modifies them.
Unless otherwise agreed in writing, all contracts shall be construed and interpreted in accordance with the laws of England and any dispute arising under them are subject to the non-exclusive jurisdiction of the English courts.