CONDITIONS OF SALE
In these conditions, unless the context requires otherwise:
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller;
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.3 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered;
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller;
1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT;
1.6 ‘Seller’ means In Steel (Blacksmiths & Fabricators) Limited of United Downs Industrial Estate, St Day, Redruth, Cornwall, TR16 5HY;
1.7 ‘Services’ means the services which the Buyer agrees the Seller shall provide to the Buyer, and
1.8 ‘Work’ means the Goods and the Services that the Seller shall provide to and for the Buyer.
2. Conditions Applicable
2.1 These Conditions shall apply to all Contracts for the sale of Goods and/or the provision of Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders shall be deemed to be an offer by the Buyer to purchase Goods and/or Services pursuant to these Conditions
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller
3. Price and Payment
3.1 The Price shall be the Seller’s quoted Price which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quotation within 30 days.
3.2 On accepting the Seller’s quotation the Buyer shall pay to the Seller the deposit specified in the Seller’s quotation.
3.3.1 Buyers with credit accounts
Payment of the Price and VAT shall be due on the 25th of the month following the date of the Seller’s invoice. Time for payment shall be of the essence. The Price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice
3.3.2 Buyers without credit accounts
The Seller shall not be bound to deliver the Goods until the Buyer has paid for them. Payment shall be due before the Delivery Date and time for payment shall be of the essence. The Price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice
3.4 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per year above the base lending rate of Barclays Bank plc shall accrue at such a rate after as well as before any Judgement
4. Performance of the Work
4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation.
4.2 The Services shall be as set out in the Seller’s quotation.
4.3 The parties shall agree the time and place when the Services shall be performed, subject to the availability of the Seller’s staff and agents and the availability and delivery of the Goods.
4.4 The Seller shall use reasonable endeavours to complete the Services by such date as is agreed by the parties.
4.5 Time shall not be of the essence for the delivery of the Goods, for any times when the Services are to be performed or for the length of time that any of the Services are to take.
5. Warranties and Liability
5.1 The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer as defined in the unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms and Consumer Contracts Regulations 1999 Regulation 3(1) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
5.2 The Seller warrants that it will use reasonable care in performing the Services. The supplier expressly does not warrant that any result or objective shall be achieved, be achievable or be obtained at all or by any particular date.
5.3 The Seller shall be under no liability whatsoever to the Buyer for any loss and/or expense arising from the carrying out by the Seller of work on the Buyer’s own materials or parts.
6. Intellectual Property and Confidential Information
6.1 Where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to the order of the Buyer then the Buyer warranties that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
6.2 Each party (‘the Receiving Party’) shall keep the confidential information of the other party (‘the Supplying Party’) confidential and secret. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose of performing the Receiving Party’s obligations under this agreement.
7.1 The Goods shall be delivered to the Buyer at the Seller’s address. The risk in the Goods shall pass to the Buyer upon such delivery taking place.
7.2 Unless arranged by the Buyer the Seller shall arrange for carriage of the Goods to the Buyer’s address. The costs of carriage and any insurance which the Buyer reasonable directs the Seller to incur shall be reimbursed by the Buyer without any set-off or other withholding whatsoever and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Buyer’s agent.
7.3 The Seller shall not be liable for any loss or damage due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
7.4 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within three months of the Delivery Date.
7.5 The Buyer must notify to the Seller and the carrier any loss or damage to the Goods within 48 hours of receipt and the Goods shall be held for inspection to enable a claim to be made on the carrier. The Buyer shall immediately notify the Seller and the carrier if the Goods are not received within 48 hours of the Delivery Date.
8. Buyer’s obligations
8.1 The Buyer acknowledges and agrees that for the Seller to be able to provide the Services the Buyer shall:
8.1.1 Cooperate with the Seller as the Seller reasonable requires.
8.1.2 Provide to the Seller such information and documentation as the Seller reasonably requires.
8.1.3 Obtain all permissions, consents and health and safety approvals from such organisations and authorities which are required for the Services to be carried out and
8.1.4 Make available to the Seller the facilities, resources, working space and staff as the Seller reasonably requires from time to time.
8.2 The Seller may charge the Buyer for any additional reasonable costs and expenses incurred by the Seller caused by the Buyer’s instructions, failure to provide instructions or failure to comply with clause 8.1.
9. Acceptance of the Goods
9.1 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
9.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.
9.3 If the Buyer properly rejects any of the Goods which are not in accordance with the Contract the Buyer shall nonetheless pay the full price of such Goods unless the Buyer promptly gives notice of rejection to the Seller and at the Buyer’s cost returns such Goods to the Seller before the date when payment of the Price is due.
10. Return of Goods
10.1 No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
10.2 Such Goods must be returned by the Buyer carriage-paid to the Seller in the original shipping carton.
10.3 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
11. Remedies of Buyer
11.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
11.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
11.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
12. Technical Advice
The Seller has no control over the operating conditions under which the Goods are used and cannot accept liability in the event of any particular application proving unsuitable.
13. Retention of Property
13.1 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
13.1.1 The Buyer shall have paid the Price plus VAT in full; and
13.1.2 No other sums whatever shall be due from the Buyer to the Seller.
13.2 Until property in the Goods passes to the Buyer in accordance with clause 12.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
13.3 Notwithstanding that the Goods (or any of them) remain the Property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn Bank account and shall be at all material times identified as the Seller’s money.
13.4 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
13.5 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under 12.3 shall cease.
13.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
13.7 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
13.8 The Buyer shall promptly deliver the prescribed particulars of this Contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
14. Liability generally
14.1 Except in a case of death or personal injury caused by the Seller’s negligence, the Seller’s liability under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to the Seller under this agreement.
14.2 Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or good will.
14.3 Each of the parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement and any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by Law.
15. Force Majeure
Neither party shall have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when the cease to do so. If such circumstances continue for a continuous period of more than 6 months either party may terminate this agreement by written notice to the other party.
If any provision of this agreement is prohibited by Law or judged by a Court to unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.
17. Proper Law of Contract
This Contract is subject to the law of England and Wales.
18. Third Parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.