SUPPLIER = Linacre Locksmiths CLIENT = Customer
IT IS HEREBY AGREED AS FOLLOWS
Except where the
context requires otherwise, words importing the
masculine shall include the feminine; words importing the singular shall
include the plural; words importing natural personage shall be equally
applicable to corporate personage and vice versa.
to any statutory provision, authority, rule or code of
practice shall be deemed to include the amended versions, replacements or
successors of such.
Between the Parties
The Client engages the Supplier to provide the services specified in
these terms and conditions and attached schedules.
term of this agreement or course of dealings between the parties
shall operate to make the Supplier an employee or agent of the Client.
Neither party shall assign or transfer any of their rights,
liabilities or obligations arising under this agreement without the prior
written consent of the other party.
The Supplier shall
provide to the Client a proposal for the services
to be provided (“the Quotation”) which shall set out:
The services which the Supplier will undertake
for the Client.
The date or time
period within which the service will be performed.
costs which the Client shall be charged for the performance of the
Any fees which the Supplier shall charge.
Any disbursements or expenses which the Supplier will require the
Client to meet (including but not limited to the costs of materials).
Any VAT or tax element which will be payable by the Client.
The Quotation shall be attached to these terms
and conditions as a
schedule, and where a contract is entered into between the Supplier and the
Client, the Client will be deemed to have accepted the content of the Quotation
The Services and the Time and Manner
of their Delivery
Supplier will provide such services to the Client as are set out
in the Quotation.
The services will
be provided to the Client within the timeframe
specified in the Quotation.
frames and dates of delivery are provided for guidance only and
the Supplier makes no guarantee that the services will be performed within the
specified period. For the purposes of this agreement, time shall not be of the
essence and the Supplier shall not be liable for any loss or damage suffered by
the Client as a result of the delivery of services being delayed or postponed
for any reason.
contract price is set out in the Quotation, which includes details
of the charges which the Supplier will make for labour, materials and parts as
well as any taxes or additional costs or expenses or disbursements which the
Supplier may charge to the Client.
intervals at which the Supplier may invoice the Client in respect
of the whole or an instalment of the contract price are set out in the
5.1 and 5.2 above, the Supplier may vary the contract
price from the amount set out in the Quotation where he has provided services
which are different or in addition to those set out in the Quotation either at
the specific request of the Client or because he has been required to complete
additional work which was not anticipated at the time the Quotation was made,
or because of market fluctuations in the price of materials.
The Client agrees:
Not to withhold any sums due to the Supplier.
To settle all invoices raised by the Supplier
within 30 days,
unless previously agreed in writing.
pay to the Supplier interest at a rate of 5 percentage points per
annum above the Bank of England base rate on any payments which are not settled
in accordance with section 5.3(b).
pay to the Supplier such costs and expenses as he may incur in
recovering payment from the Client where the Client fails to make payment in
accordance with these terms and conditions.
In accordance with the Consumer Rights Act 2015 and
where the Client is a consumer within
the meaning of section 12 of the Unfair
Contract Terms act 1977, the Client may cancel this contract within 7
calendar days of signing this agreement (or within whatever extended period the
Supplier may specify in the Quotation) and shall be entitled to a full refund
of any monies paid to the Supplier, less an amount representing any reasonable
administration costs which the Supplier has incurred. Any cancellation outside
this period will not entitle the Client to a refund of any monies paid.
The Client shall be responsible for the
correctness of all
measurements for products or materials which he gives to the Supplier. Where
these measurements are not correct and accordingly materials or products which
are ordered or provided by the Supplier are the wrong size, the Client shall
bear the expense of rectifying this.
The Client shall co-operate with the Supplier as may be necessary
facilitate this agreement, including but not limited to:
Permitting the Supplier access to the property
or location in which
the services are to be supplied (“the Site”) and assuring that such access is
appropriate and adequate.
for the Supplier such facilities as may be necessary in
order to allow him to complete the services.
the Supplier’s reasonable instructions relating to safety
and the state of work which has recently been completed by the Supplier or is
in the process of being completed or to the state of the Site in general,
including directions and restrictions on appropriate usage, care and
the Quotation specifies otherwise, the Client will be
responsible for any cleaning and redecorating which is necessary to the Site
after the Supplier has completed the agreed services (with the exception of the
removal of waste materials, which shall be the responsibility of the Supplier
as set out in 7.4, below).
the Supplier stores or keeps any materials or equipment on Site,
the Client shall be responsible for the security and safety of such and shall
account to the Supplier for any loss or damage.
Client shall be responsible for any permissions, licences or
consents which are necessary in order for the services to be provided. The
Client warrants that he has applied for and obtained all such necessary
permissions, licence or consents prior to contracting the Supplier.
The Supplier shall perform all duties,
services and obligations under
this contract with reasonable care and skill and to a reasonable standard. He
shall comply with all relevant codes of practice and statutory or regulatory
Whilst the Supplier
shall take all reasonable steps to match his work
to existing colours, finishes or other aesthetics (as the Client may direct) he
cannot guarantee any such match.
Supplier shall take all reasonable care with the Client’s
property, including taking reasonable steps to protect the Client’s furnishings
and wall and floor coverings, and the finish of doors and windows during the
provision of the services.
Supplier shall be responsible for managing and arranging the safe
and lawful disposal of any waste materials which are generated or removed from
the Client’s property as a result of the provision of the services.
The Supplier shall at all times hold a valid employer and public liability
insurance policy and shall hold and keep up to date any and all licenses or
permits as may be required in order to provide the services.
Property Rights and
Assumption of Risk
property rights, title or ownership in any property or materials
which are used by the Supplier in providing or delivering the service shall
remain with the Supplier until the Client has made payment in full in
accordance with these Terms and Conditions.
in and responsibility for any products or materials which are
used in the supply, performance or delivery of the services shall pass from the
Supplier to the consumer:
Where the Supplier is responsible for delivering the products or
materials to the Client, upon delivery; or
the Supplier is not responsible for delivery, at the moment the
products or materials leave the Supplier’s premises.
The Supplier provides to the Client, in addition
to any statutory
rights which the Client may have, a guarantee that the services provided under
this contract shall be free from defective or flawed materials or workmanship
for a period of
[months/years] from the completion of the services,
notwithstanding that this guarantee shall not apply to:
Defects or flaws which are as a result of any misuse, failure to
adequately and properly maintain, neglect or failure to follow instructions or
recommendations on the part of the Client.
defect or flaw which is caused by mechanical or chemical damage (which
is not in itself a result of some defect in the workmanship or materials) and
which arises after risk in the property has passed to the Client.
The Supplier shall, at his sole discretion, determine the manner in
which he will satisfy this guarantee, whether by repairing, re-performing, or
replacing the services, or by refunding to the Client all or part of the monies
which have been paid.
the Client considers that the services are defective upon
delivery or performance then he shall notify the Supplier of this within
days, failing which he shall not be entitled
to claim the benefit of this guarantee.
guarantee shall not become effective until the Client has paid
the Supplier in full, failing which the Client shall not be entitled to claim
the benefit of this guarantee.
This agreement shall continue until the services (or any mutually
agreed addition, extension or variation thereof) have been provided, or until
terminated in accordance with the below.
prejudice to the above this agreement may be terminated
immediately where any of the following circumstances arise:
Either party commits a serious breach or persistent
breaches of this
agreement including but not limited to the non-performance, neglect or default
of any of his duties as outlined herein (including a failure on the part of the
Client to make payment within agreed timescales) and after notice of this
breach has been given to the defaulting party it remains un-remedied and
days after such notice.
Either party commits a breach of this agreement which cannot be
Either party becomes
insolvent or enters into a CVA or IVA or ceases
to carry on the whole or substantially the whole of its business.
Upon termination of this agreement the Client shall pay to the
Supplier such sums as may represent work done and expenses incurred up to and
including the date of the termination.
right to terminate this agreement shall be without prejudice to
any accrued rights or liabilities arising out of this agreement which are in
existence at the date of termination.
Supplier shall not be responsible in any circumstances to the
Client or any third party for any loss of profit or indirect or consequential
economic damage or loss, howsoever caused, whether as a result of negligence,
misrepresentation, breach of contract or otherwise.
Nothing in the forgoing shall be read as restricting or limiting in
any way the Supplier’s liability for death or personal injury.
The Client shall indemnify the Supplier against any loss or damage
which results from the Client’s breach of this agreement or failure to abide by
any of its terms.
Neither party shall be liable for any delay or failure in performing
its obligations or duties under this agreement which results from circumstances
outside his reasonable control including but not limited to acts of God,
industrial action, war, fire, threat of terrorism, civil disturbance or
rioting, government or regulatory action, breakdown in plant or machinery or
shortage of raw materials or supplies.
Warranty of Contractual Capacity
Both parties and the signatories to this
agreement warrant that they
are authorised and permitted to enter into this agreement, and have obtained
all necessary permissions and approvals.
Governing Law, Severability and Miscellaneous Provisions
This document constitutes the entirety of the agreement between the
parties. It supersedes any prior representations which may have been made,
whether orally or in writing. Any modification to this agreement must be made
in writing and signed by both parties.
agreement shall be governed by the Law of England and Wales and
the parties agree to submit to the exclusive jurisdiction of the English
All clauses, sub
clauses and parts thereof shall be severable and
shall be read and construed independently. Should any part of this agreement be
found invalid this will not affect the validity or enforceability of any other
provision or of this agreement as a whole.
terms, conditions and covenants contained in this agreement shall
bind the parties and their heirs, legal representatives, successors to title
and permitted assignees.
in these terms and conditions shall incur any rights on a
third party and no third party may enforce any provision of this contract under
the Contracts (Rights of Third Parties)
The failure by either
party to enforce any provision of this agreement
shall not be deemed a waiver or limitation of that party’s right to
subsequently compel and require strict compliance with every provision of this