STEEL CITY MARKETING LIMITED – TERMS AND CONDITIONS OF SALE
In these General Conditions Steel City Marketing Limited is referred to as “the Company” the person to whom the Company is selling is referred to as “the Buyer” and the goods materials equipment or services (as applicable) being sold by the
Company to the buyer is referred to as “the product”.
All sales are made and all orders accepted are subject to the following conditions.
Any conditions in a buyer’s order inconsistent with these conditions shall not apply.
1. VARIATION OF CONDITIONS
No amendment or change shall be made in these conditions except by agreement in writing signed by an authorised official of each party.
(a) All quotations unless a contrary intention appears on the face thereof are open for acceptance for a period of twenty eight days from the date thereof. Any acceptance received late may be accepted by the Company in its discretion in which case it shall be binding upon the buyer.
(b) Clerical errors and/or omissions in the Company’s quotation acknowledgement or invoice shall be rectified by the Company as soon as discovered and such errors and omissions shall not be binding upon the Company nor permit the buyer to vary the contract or any of its terms.
3. PRODUCT AVAILABILITY
(a) All offers to supply products from stock are subject to the products being available at the time of receipt by the Company of the buyer’s order.
(b) Where the product is not in stock at the date of receipt of the buyer’s order then this contract shall not be binding upon the Company unless and until the product has been safely delivered to the Company’s premises or otherwise accepted by the Company as being under its control. Any increase occurring after the date hereof in the rate of insurance or other charge, tax, levy, duty or imposition charged to the Company relating to the product shall be reimbursed to the Company by the buyer..
(a) Where the product is sold by reference to the Company’s published price list, the price payable for the product shall be the ruling price as published in the price list current at the date of despatch of the product from the Company’s works.
(b) In other cases the price stated in the contract is based on the cost to the Company of materials, fuel and power, transport and labour at the date of acceptance of the order or quotation (whichever is earlier). If at the date of despatch of the product from the Company’s works there has been any increase in all or any of such costs, the price payable for the product may at the request of the Company be increased accordingly.
(c) Where the price for the product is varied in accordance with this condition the price as varied shall be binding on both parties and shall not give either party any option of cancellation.
(d) There shall be added to the price for the product any value added tax and any other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the product (whether initially charged on or payable by the Company or the buyer) and (where appropriate) the freight and other charges as specified in the relevant carriage tariff current at the date of despatch.
(e) All products are sold “ex works” unless otherwise stated.
5. TERMS OF PAYMENT
Prices quoted are net. Unless otherwise expressly agreed accounts are due for payment not later than the end of the month following the month of despatch, otherwise payment must be received by the Company before delivery. When deliveries are spread over a period each consignment will be invoiced as despatched and each months invoices will be treated as a separate account and be payable accordingly. Failure to pay for any product or for any delivery or instalment shall entitle the Company to suspend further deliveries and work both on the same order and on any other order from the buyer without prejudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue accounts at the rate of 2% per month. The Company reserves the right where genuine doubts arise as to the Buyer’s financial position or in the case of failure to pay for any product or any delivery or instalment as aforesaid to suspend delivery of any order or any part or instalment without liability until payment or satisfactory security for payment has been provided.
6. DELIVERY BY INSTALMENTS
In all cases where the contract provides for delivery by instalments or part deliveries each instalment or part delivery shall be deemed to be a separate contract and cancellation of any one instalment or part delivery shall not avoid or affect contracts as to the other instalments or part deliveries.
7. NON DELIVERY AND DELAY
(a) Dates for delivery are approximate and unless the parties agree in writing otherwise time shall not be of the essence of the agreement.
(b) The Company shall not be liable for any direct or indirect loss arising from non-delivery or delay in delivery of any products as a result of any cause beyond the Company’s reasonable control. The buyer shall have no right to cancel any order nor to refuse delivery of any consignment on the grounds of delay or non- delivery resulting from such a cause.
(c) Where a delay in delivery or the non-delivery is due to a cause within the Company’s reasonable control the Company’s liability and the buyer’s exclusive remedy shall be limited to the right to cancel the contract to the extent only of the products affected.
(a) The buyer shall give the Company instructions for delivery of the product not less than seven days before delivery is required and in all cases such notice must be reasonable.
(b) If the buyer does not take delivery of the product at the appointed place and time the Company shall be entitled to store the product on the buyer’s behalf and all charges for storage, insurance and demurrage thereby arising shall be payable by the buyer.
(c) The Company shall be entitled to invoice the product in accordance with condition 5 hereof when the buyer has not taken delivery of them at the appointed place and time.
9. PROPERTY AND RISK
(a) The ownership of the product shall remain with the Company, which reserves the right to dispose of the material, until payment in full for the product has been received by it in accordance with the terms of this contract. Until that time the buyer shall hold the product as bailee and shall store it in such a way that it can be identified as the Company’s property and shall keep it separate from the buyer’s own property and the property of any other person.
(b) Although the product shall remain the Company’s property until the buyer has paid for it in full the risk in the product shall pass to the buyer when the product is loaded on to the buyer’s carrier’s vehicle or when delivered to the buyer’s order whichever is the sooner. The buyer shall insure the product from the time of delivery against loss or damage accordingly and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Company as trustee for the Company.
(c) The buyer’s right to possession of the product shall cease if:-
(i) The buyer has not paid for the product in full by the expiry of any credit period allowed by this contract; or
(ii) The buyer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement; or
(iii) A Receiver Liquidator or Administrator is appointed in respect of the buyer’s business. On cessation of the buyer’s right to possession of the product in accordance with this clause the buyer shall at its own expense make the product available to the Company and allow the Company to re-possess it.
(d) If any of the product is incorporated in or is used as material for other goods before payment, the property in the whole of such goods shall be and remain with the Company until payment has been made or the other goods sold by way of a bona-fide sale at full market value, and all the Company’s rights in the product shall extend to those other goods.
(e) Until payment in full is made by the buyer to the Company in respect of any indebtedness arising other than from a failure to pay for the product the subject matter of this order, ownership of the product shall remain with the Company.
(f) The buyer shall pending payment to the Company in full retain the proceeds of sale of the product or any item incorporating the product in a separate account. Such proceeds of sale shall be and shall remain the property of the Company until payment is made.
(g) The buyer hereby grants the Company its agents and employees an irrevocable licence to enter any premises where the product is stored in order to re-possess or inspect the product.
(h) Notwithstanding the foregoing the Company may at its election and in its absolute discretion by notice in writing to the buyer transfer the property in the product to him.
(a) Any defects in the product howsoever arising must be notified in writing to the Company by the buyer within 14 days of their receipt.
(b) In the event of such notice being received and the defects complained of being confirmed by the Company or by an independent expert the Company shall at its option either rectify the defects free of charge, or replace the defective product free of charge or allow to the buyer a credit in the amount of the defective products.
(c) Where products are reported to be defective they must if required by the Company be retained by the buyer for inspection by the Company.
(d) Save as hereinbefore provided the Company shall be under no liability to the buyer in respect of any defects in the product.
11. EXCLUSIONS AND LIMITATION OF DAMAGE
(a) No condition or warranty or other undertaking is given whether express or implied (save in so far as the same by statute cannot be excluded) by custom common law, statute or otherwise in relation to the quality or workmanship of the products or the performance and delivery of the order nor in relation to the suitability of any materials supplied for a particular application whether notified by the buyer or not save as is hereinbefore set out. Any such condition, warranty or undertaking is hereby excluded for all purposes. Save as is hereinbefore provided the Company shall be under no liability to the buyer and under no circumstances howsoever arising shall the Company’s liability to the buyer exceed the cost of the product to which any complaint relates. In particular the Company shall not be liable for any consequential loss howsoever arising.
(b) In no circumstances whatsoever shall the Company be liable to the buyer for loss or damage howsoever arising unless the Buyer shall have followed the Company’s and/or the manufacturer’s instructions (as the case may be) at all times. Further in any such case the Company’s liability shall be limited as in 11(a) hereof.
The buyer shall indemnify the Company in respect of all damage or injury occurring to any person or property or any loss consequential thereon and against all actions suits claims demands charges or expenses in connection therewith for which the Company may become liable in respect of the products the subject matter of this contract save in the event that such damage or injury shall have been occasioned by the negligence of the Company its servants or agents.
13. BUYER’S MATERIALS
Where material or other property is supplied to the Company by the buyer or on behalf of the buyer (whether owned by the buyer or not) whether to be held or to be worked upon by the Company for the purposes of this contract the Company accepts no responsibility for imperfect work caused by defects in, or the unsuitability of any material or property so supplied.
14. REJECTION OF ORDERS
The Company reserves the right to reject an order on giving written notice thereof to the buyer within seven days of the receipt of the order. In the event of such rejection no liability shall accrue to the Company.
15. DRAWINGS AND INFORMATION
The Company is entitled to assume that all drawings, descriptions, specifications and other information supplied by the buyer to the Company, whether written or verbal, are in all respects complete, accurate and entirely suitable for the buyer’s requirements.
Where the Company agrees to install and/or affix the product for the buyer then:-
(a) The Company shall be under no liability whatsoever for any loss or damage whether direct or consequential and howsoever arising caused to the buyer the buyer’s customer or to any third party during or as a result of or in connection with the installation save where such loss or damage was caused by the negligence of the Company its servants or agents in or about the installation.
(b) The buyer shall indemnify the Company against any loss or damage suffered by the Company (including any liability which the Company may incur towards any third party) during or as a result of or in connection with the installation save where such loss or damage was caused by the negligence of the Company its servants or agents in or about the installation.
(c) Notwithstanding that the Company has agreed to install the product for the buyer the product shall nevertheless be considered as delivered to the buyer when the same is collected by the buyer from the Company’s premises or delivered to the buyer in accordance with the latter’s instructions and/or as provided for by conditions 7 and 8 hereof.
(d) In any such case the Company may at its option sub-contract the work of installing and/or affixing the product to a Third Party and in such instance the Third Party’s contract conditions (if any) shall apply and bind the buyer.
17. CONSEQUENTIAL LOSS
The term “consequential loss” includes claims for breach of contract in respect of losses arising directly and naturally as a result of such breach.
18. LOSS OR DAMAGE IN TRANSIT
(a) Save in cases where the Company is responsible for the delivery of the product it shall not be liable for any damage, shortage or loss in transit or in respect of any claim consequential thereon.
(b) In cases where the Company is responsible for the delivery of the product the buyer shall notify the Company in writing of any shortage, damage, or loss in transit within 3 days of the date of receipt.
(c) In cases where notice is given under (b) hereof the Company’s liability shall be limited to the cost of the product so damaged lost or in short supply. The Company shall not be liable for any consequential loss save in cases where the buyer has given notice in writing to the Company at the time of placing the order of the nature and extent of any claim liable to arise from loss or damage in transit.
(d) In cases where the Company is responsible for delivery of the product the buyer shall be responsible for providing labour for the purpose of unloading and such unloading shall be at the buyer’s risk. In the event of unloading being undertaken by the Company’s employees either (a) pursuant to the buyer’s instructions or (b) in the absence of instructions from the buyer, such unloading shall again be at the buyer’s risk.
The Buyer shall indemnify the Company against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the buyer’s instructions whether express or implied.
(a) Unless otherwise specified, packing cases and packing materials will be charged extra, but where stated to be returnable, will be credited in full on return to the Company’s works carriage paid in good condition, within one month of receipt by the buyer.
(b) The Company uses its best endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Company for breakage or damage in transit on the ground of alleged unsuitability of packing.
21. PROCESSING OF PRODUCTS
Where the Company agrees to process the product for the buyer the Company may at its option sub-contract such processing work to a Third Party and in such instance the Third Party’s contract conditions (if any) shall apply and bind the buyer in circumstances where he has been given notice thereof prior to the sub-contract work being performed.
(a) The Company shall be entitled to fulfil any contract by the delivery of 10% more or less than the contract quantity or weight and the price payable by the buyer shall be adjusted accordingly. The Company may at its option make up the balance of any order by the delivery of the balance thereof no later than three months following the despatch of the last delivery.
(b) Any indication as to the size, thickness, density or other description of the product is approximate or nominal only.
(c) The Company will use its best endeavours to deliver the product ordered by the buyer but reserves the right without giving the buyer prior notice to supply alternative products provided they are of a quality and standard equal to the products ordered.
23. ENGLISH LAW
These conditions and any contract made in accordance therewith shall be construed and take effect in accordance with English Law and any such contract shall be deemed to have been made at Sheffield in England.
(a) The Company’s rights shall not be prejudiced by any indulgence or forbearance extended to the buyer and no waiver by the Company of any specific breach of the buyer shall operate as a waiver of any other breach.
(b) In the event that it shall be determined that any of these conditions shall be invalid or unenforceable for any reason whatsoever it is hereby declared and confirmed that such determination shall not affect any other provisions of these conditions all of which shall remain in full force and effect.
If you have any questions or comments, please feel free to email by clicking here.