Application and Entire Agreement
These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by TMT First Ltd a company registered in England and Wales under number 05771172 whose registered office is at Holditch House, Holditch Road, Newcastle under Lyme, Staffordshire, ST5 9JQ (we or us or Service Provider) to the person buying the services (you or Customer).
You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1. Interpretation
1.1. Definitions. In these terms and conditions, the following definitions apply;
Business day means any day other than a Saturday, Sunday or bank holiday in England and Wales.
Order means the Customer’s order for Services as set out in the Customers purchase order or by acceptance of the Supplier quotation.
1.2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
1.3. Words imparting the singular number shall include the plural and vice-versa.
2. Basis of Contract
2.1. A quotation issued by the supplier shall be valid for a period of 10 working days from the date of issue, unless varied in writing by the quotation.
2.2. The Order constitutes an offer by the Customer to purchase services, via (i) the issuing of a purchase order, or (ii) the acceptance of a quotation issued by the supplier
2.3. An Order shall only be deemed to be accepted when the devices which are the subject of the Services are received by the supplier or the supplier issues a written acceptance of the Order.
3. Services
3.1. The Supplier accepts liability for the devices(s) on receipt at their facility and until they are dispatched back to the Customer. All transit liability and associated costs are the responsibility of the Customer.
3.2. Where on inspection of a device(s), it is clear that there will be additional changes beyond that originally quoted, or the device(s) is beyond economic repair (BER), the Supplier will notify the Customer and raise a new quotation to reflect the additional work and request customer approval or levy the prevailing Supplier BER or handling fee.
3.3. If a device(s) has been delivered to the Supplier prior to a quotation being issued, the Supplier will raise a quotation and await customer approval. If no response is received from the Customer before the quote expires, the stock will be returned to the Customer without the quoted work being carried out we reserve the right to levy handling charges at the prevailing rate.
3.4. We warrant that we will use reasonable care and skill in our performance of the Services in accordance with the quotation, including any specification provided, and in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.5. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
3.6. We will notify you when an order has been completed and is ready for collection and we will hold stock in our warehouse for up to 30 days at no cost. After 30 days if stock remains uncollected, we reserve the right to charge a storage cost of 3% of the quotation value per month. If after 90 days an order remains uncollected, the Supplier reserves the right to dispose of the stock to recover its costs.
3.7. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
4. Your Obligations
4.1. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
4.2. You must provide to the Supplier such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
4.3. You must ensure that the goods are delivered to us in the condition set out in the quotation, or in a condition that will enable the Services to be carried out.
4.4. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
4.5. Any goods received by the Service Provider without notice or documentation of ownership will be disposed of if not claimed within 90 days.
4.6. You must report any queries or discrepancies upon receipt of returned goods within 14 days. The Service Provider is not liable for, nor will investigate and report on queries made after this time.
5. Cancellation and Amendment
5.1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started.
5.2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
5.3. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
5.4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
6. Fees and Payment
6.1. We will invoice you for payment of the Fees either:
6.1.1. when we have completed the Services; or
6.1.2. on the invoice dates set out in the quotation.
6.2. You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
6.3. Time for payment shall be of the essence of the Contract.
6.4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
6.5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
6.6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
6.7. If you fail to make payments on time, without just cause, entitles the Service Provider to recover costs by obtaining title of any goods.
6.8. Receipts for payment will be issued by us only at your request.
6.9. All payments must be made in British Pounds unless otherwise agreed in writing between us.
7. Sub-contracting and Assignment
7.1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
7.2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
8. Termination
We can terminate the provision of the Services immediately if you:
8.1. commit a material breach of your obligations under these Terms and Conditions; or
8.2. fail to make pay any amount due under the Contract on the due date for payment; or
8.3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
8.4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
8.5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
9. Intellectual Property
9.1. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
9.2. The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
10. Liability and Indemnity
10.1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
10.2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
10.3. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
10.3.1. any indirect, special or consequential loss, damage, costs, or expenses or;
10.3.2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; or
10.3.3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
10.3.4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
10.3.5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
10.4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
10.5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
11. Data Protection
11.1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
11.2. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
11.3. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
11.4. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
11.5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
11.6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
11.7. The Service Provider is not responsible for any data on a device that has been encrypted or protected by remote lock management software.
11.8. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found https://www.tmtfirst.co.uk/privacy-policy/ For any enquiries or complaints regarding data privacy, you can email: [email protected].
12. Circumstances Beyond a Party’s Control
12.1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
13. Communications
13.1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2. Notices shall be deemed to have been duly given:
13.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
13.2.2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
13.2.3. on the fifth business day following mailing, if mailed by national ordinary mail; or
13.2.4. on the tenth business day following mailing, if mailed by airmail.
13.3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
14. No waiver
14.1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
15. Severance
15.1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
16. Law and Jurisdiction
16.1. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms and Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
