Legal T&Cs
Agreement
Agreement means the agreement between the Supplier and the Customer for the sale and purchase of Goods incorporating these terms and conditions; the Order and the Product and Technical Information;
Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption;
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Confidential Information means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Agreement;
Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;
Customer/you means the person who purchases the Goods from the Supplier and whose details are set out in the Order;
Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Agreement including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Goods means the goods and other physical material set out in the Order and to be supplied by the Supplier to the Customer;
Intellectual means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
Property Rights (a) whether registered or not (b) including any applications to protect or register such rights (c) including all renewals and extensions of such rights or applications (d) whether vested, contingent or future (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
Location means the address for delivery of the Goods as set out in the Order;
Order means an order for the Goods from the Supplier placed by the Customer as set out above;
Price has the meaning given in clause 3.1;
Product & Technical Information means the specific product and technical information that applies to the Goods as set out in the Schedule.
Supplier/us means Kit Miles Limited;
Terms and Conditions means the Supplier’s terms and conditions of sale set out in this Agreement;
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.
- In these Terms and Conditions, unless the context requires otherwise:
1.1. any clause, schedule or other headings in these Terms and Conditions is included for convenience only and shall have no effect on the interpretation of the Terms and Conditions;
1.2. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.4. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.5. a reference to a gender includes each other gender;
1.6. words in the singular include the plural and vice versa;
1.7. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.8. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.9. a reference to legislation is a reference to that legislation as in force at the date of the Agreement as amended, extended, re-enacted or consolidated from time to time; and
1.10. a reference to legislation includes all subordinate legislation made as at the date of the Agreement under that legislation. - Application of These Terms and Conditions
2.1. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Agreement.
2.2. Each Order by the Customer to the Supplier shall be an offer to purchase Goods subject to this Agreement.
2.3. An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. The Customer is liable in full for any Order withdrawn or amended by the Customer after acceptance.
2.4. If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
2.5. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of: 2.5.1. the Supplier’s written acceptance of the Order; or
2.5.2. the Supplier dispatching the Goods.
2.6. Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.7. The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Goods and are incapable of being accepted by the Customer.
2.8. Marketing and other promotional material relating to the Goods including but not limited to samples, drawings and specifications are illustrative only and do not form part of the Contract.
2.9. The Goods shall not be used by the Customer and its customers, where that use has any political association. - Price
3.1. The price for the Goods shall be as set out in the Order. All payments must be made in pounds sterling.
3.2. The Prices are exclusive of:
3.2.1. delivery which shall be charged in addition at the Supplier’s standard rates, and
3.2.2. VAT (or equivalent sales tax).
3.3. The Customer shall pay any applicable VAT (or equivalent sales tax) to the Supplier on receipt of a valid VAT invoice.
3.4. The Supplier is not responsible for import duties for international shipments.
3.5. The Supplier may increase its Prices at any time. We reserve the right to increase prices without prior written notice.
3.6. In the event of any dispute the PDF price list version will be the reference.
3.7. Notwithstanding clause
3.5, the Supplier may increase the Prices with immediate effect where there is an increase in the direct cost to the Supplier of supplying the relevant Goods and which is due to any factor beyond the control of the Supplier. - Payment
4.1. The Supplier shall invoice the Customer for the Goods on acceptance of the Order.
4.2. The Customer shall pay all invoices:
4.2.1. in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice; and
4.2.2. to the bank account nominated by the Supplier as set out in the Order. - Delivery
5.1. The Goods shall be deemed delivered on arrival of the Goods at the Location.
5.2. Delivery of the Goods shall be accompanied by a delivery note stating:
5.2.1. the date of the Order;
5.2.2. the product numbers, type and quantity of Goods in the consignment; and
5.2.3. any special handling instructions.
5.3. The Supplier shall use its reasonable endeavors to meet delivery dates, but such dates are approximate only.
5.4. The Supplier shall not be liable for any delay in or failure of delivery caused by: - Risk
Risk in the Goods shall pass to the Customer on Delivery. In the case where the customer collects the goods from an agreed point, the risk will pass to the customer at the point and time of collection. - Title
7.1. Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
7.2. Until title to the Goods has passed to the Customer, the Customer shall:
7.2.1. hold the Goods as bailee for the Supplier;
7.2.2. store the Goods separately from all other material in the Customer’s possession;
7.2.3. take all reasonable care of the Goods and keep them in the condition in which they were delivered;
7.2.4. insure the Goods from the date of Delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;
7.2.5. ensure that the Goods are clearly identifiable as belonging to the Supplier;
7.2.6. not remove or alter any mark on or packaging of the Goods;
7.2.7. inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 15.1.1 to 15.1.4 or 15.2.1 to 15.2.11; and
7.2.8. on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
7.3. If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 15.1.1 to 14.1.4 or 15.2.1 to 15.2.11, the Supplier may:
7.3.1. require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
7.3.2. if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them. - Warranty
8.1. The Supplier warrants that on delivery the Goods shall:
8.1.1. conform in all material respects to the Order;
8.1.2. be free from material defects in design, material and workmanship; and
8.1.3. be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
8.2. The Supplier does not warrant that the Goods are fit for any particular purpose or intended use by the Customer and it is for the Customer to satisfy itself that the Goods are so fit.
8.3. The Customer shall examine the Goods as soon as reasonably practicable after delivery and notify the Supplier within 7 days of becoming aware of any failure to comply with the warranty at clause 8.1.
8.4. The Supplier shall, at its option, repair, replace, or refund the Price of, any Goods that do not comply with clause 8.1, provided that the Customer:
8.4.1. serves a written notice on Supplier: (a) in accordance with clause8.3 in the case of defects discoverable by a physical inspection; or (b) in the case of latent defects, within one month from the date on which Customer became aware (or should reasonably have become aware) of the defect;
8.4.2. provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
8.4.3. gives the Supplier a reasonable opportunity to examine the defective Goods;
8.4.4. returns the defective Goods to the Supplier at the Supplier’s expense; and
8.4.5. notifies the Supplier within seven (7) days of the time of noticing a defect caused as a result of damage in transit.
8.5. The provisions of these Terms and Conditions, including the warranties set out in clause 8.1, shall apply to any Goods that are repaired or replaced with effect from Delivery of the repaired or replaced Goods.
8.6. The Supplier shall not be liable for any failure of the Goods to comply with clause 8.1:
8.6.1. where such failure arises by reason of wear and tear, willful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
8.6.2. to the extent caused by the Customer’s failure to comply with the Product and Technical Information and any other instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance, given by the Supplier;
8.6.3. to the extent caused by the Supplier following any specification or requirement of the Customer in relation to the Goods; or
8.6.4. where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 8.1.
8.7. Except as set out in this clause 8: 8.7.1. the Supplier gives no warranties and makes no representations in relation to the Goods; and
8.7.2. shall have no liability for their failure to comply with the warranty in clause 8.1, and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law. - Anti-Bribery
9.1. For the purposes of this clause 9 the expressions adequate procedures and associated with shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
9.2. The Customer shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
9.2.1. all of that party’s personnel;
9.2.2. all others associated with that party; and 9.2.3. all of that party’s subcontractors; involved in performing the Agreement so comply.
9.3. Without limitation to clause 9.2, the Customer shall not make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
9.4. The Customer shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 9 (Anti-bribery). - Indemnity and Insurance
10.1. The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
10.2. The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable. - Limitation of Liability
11.1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause
11. 11.2. Subject to clause 11.6, the Supplier’s total liability shall not exceed the total price of the Goods as set out in the Order.
11.3. Subject to clause 11.6, the Supplier shall not be liable for consequential, indirect or special losses.
11.4. Subject to clause 11.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1. loss of profit;
11.4.2. loss of data;
11.4.3. loss of use;
11.4.4. loss of production;
11.4.5. loss of contract;
11.4.6. loss of opportunity;
11.4.7. loss of savings, discount or rebate (whether actual or anticipated);
11.4.8. harm to reputation or loss of goodwill.
11.5. Except as expressly stated in the Agreement, and subject to clause
11.6, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law. 11.6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.6.1. death or personal injury caused by negligence;
11.6.2. fraud or fraudulent misrepresentation;
11.6.3. any other losses which cannot be excluded or limited by applicable law. - Intellectual Property 1
2.1. The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use or possession of the Goods infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
12.1.1. does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
12.1.2. makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
12.1.3. does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
12.1.4. does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
12.1.5. does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
12.2. If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
12.2.1. procure for the Customer the right to continue using and possessing the relevant Goods; or 12.2.2. modify or replace the infringing part of the Goods so as to avoid the infringement or alleged infringement, provided the Goods remain in material conformance to their Specification.
12.3. The Supplier’s obligations under clause 12.1 shall not apply to Goods modified or used by the Customer other than in accordance with the Agreement or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use. - Confidentiality and Announcements
13.1. The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Agreement. The provisions of this clause shall not apply to:
13.1.1. any information which was in the public domain at the date of the Agreement;
13.1.2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
13.1.3. any information which is independently developed by the Customer without using information supplied by the Supplier; or
13.1.4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
13.2. This clause 13 shall remain in force for a period of five years from the date of the Agreement and, if longer, three years after termination of the Agreement.
13.3. The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority. - Force Majeure
14.1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
14.1.1. promptly notifies the other of the Force Majeure event and its expected duration; and
14.1.2. uses best endeavours to minimise the effects of that event. 14.2. If, due to Force Majeure, a party:
14.2.1. is or shall be unable to perform a material obligation; or
14.2.2. is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days; the other party may, after the 30 days, terminate the Contract on immediate notice. - Termination
15.1. The Supplier may terminate the Agreement at any time by giving notice in writing to the Customer if:
15.1.1. the Customer commits a material breach of the Contract and such breach is not remediable;
15.1.2. the Customer commits a material breach of the Contract which is not remedied within [14] days of receiving written notice of such breach;
15.1.3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within [30] days after the Supplier has given notification that the payment is overdue; or
15.1.4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
15.2. The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
15.2.1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.2.2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
15.2.3. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
15.2.4. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
15.2.5. has a resolution passed for its winding up;
15.2.6. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
15.2.7. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
15.2.8. has a freezing order made against it;
15.2.9. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
15.2.10. is subject to any events or circumstances analogous to those in clauses
15.2.1 to 15.2.9 in any jurisdiction;
15.2.11. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 15.2.1 to 15.2.10 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
15.3. The Supplier may terminate the Agreement any time by giving not less than 30 days’ notice in writing to the Customer if the Customer undergoes a change of control or if it is realistically anticipated that it shall undergo a change of control within two months.
15.4. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Agreement under this clause 15, it shall immediately notify the Supplier in writing.
15.5. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination. - Notices
16.1. Any notice given by a party under these Conditions shall:
16.1.1. be in writing and in English;
16.1.2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
16.1.3. be sent to the relevant party at the address set out in the Order.
16.2. Notices may be given, and are deemed received:
16.2.1. by hand: on receipt of a signature at the time of delivery;
16.2.2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
16.2.3. by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and
16.2.4. by email provided confirmation is sent by first class post: on receipt of a read receipt email from the correct address.
16.3. This clause 16 does not apply to notices given in legal proceedings. - Further Assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement. - Entire Agreement
18.1. The parties agree that the Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.2. Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.3. Nothing in these Conditions purports to limit or exclude any liability for fraud. - Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, the Supplier. - Assignment
20.1. The Customer may not assign, subcontract or encumber any right or obligation under the Agreement, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed. - Set Off
21.1. The Supplier shall be entitled to set-off under the Agreement any liability which it has or any sums which it owes to the Customer under the Agreement.
21.2. The Customer shall pay all sums that it owes to the Supplier under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law. - No Partnership or Agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf. - Severance
23.1. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
23.2. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision. - Waiver
24.1. No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
24.2. No single or partial exercise of any right, power or remedy provided by law or under the Agreement by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier. - Costs and Expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it). - Third Party Rights
26.1. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. - Governing Law and Jurisdiction
27.1. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
27.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including noncontractual disputes or claims). - Product Characteristics
The natural characteristics, variations and specifications of the Products are as set out in the Product Schedule, which forms part of these Terms and Conditions. By placing an order, the Customer acknowledges and accepts those characteristics.