TERMS AND CONDITIONS OF SALE
1.i These terms and conditions of sale shall apply henceforth to any and all contracts between the seller Trident Steel (Reinforcements) Ltd., herein referred to as "the Company" and the Purchaser herein referred to as "the Buyer".
ii. No amendment, exclusion or addition to these terms and conditions shall be valid unless previously agreed in writing by the Company and signed by its Directors.
iii. Should any of the terms and conditions contained within the Buyers terms and conditions, conflict with these terms and conditions, they shall have no effect.
iv. The ordering of goods and/or services by the Buyer shall expressly imply acceptance that the terms and conditions of the Company shall take precedence over the terms and conditions of the Buyer at all times and without exception.
2.i. No quotation, tender or any other document published by the Company shall place the Company under any liability, obligation or duty whatsoever and whilst all care will be taken in the production of the aforementioned, the accuracy thereof is not guaranteed and shall not form part of any contract between the Company and the Buyer nor constitute nor be deemed to be an inducement to the Buyer to finalise or enter into any contract.
ii. Any quotation is based on the whole of the quantity of goods and/or services quoted for being ordered and supplied in their entirety and in the manner quoted.
iii. Cancellation or amendment of any part of any order will not be valid unless notified to and accepted by the Company in writing in which case the Company shall be entitled to revise its quotation.
iv. Any quotation is without engagement and is subject to the Company’s written confirmation, upon receipt of an order from the Buyer, in the form of the Company’s order acknowledgement.
3.i. Only when an order from the Buyer has been received and accepted in writing by the Company, in the form of an order acknowledgement, shall a contract exist between the Company and the Buyer, and at that date and in that place of business of the Company as stated on the order acknowledgement shall the contract for the supply of goods and/or services in the manner contained thereon have been formed.
ii. Should the Company, after acknowledging an order from the Buyer, decide in its own absolute discretion not to extend credit to that Buyer, and should the Buyer not pay for the goods and/or services as acknowledged by the Company in full prior to the production and supply thereof then the contract shall be invalid and cease to exist and neither party shall have any claim whatsoever against the other.
iii. The Company has the absolute right to engage/employ, subcontract or involve any third party at the Companys own expense howsoever, it may in its own absolute discretion see fit in the completion of the contract.
4. Any price quoted including the contract price as stated on the Company’s order acknowledgement is based on information available to the Company at that date relating to current conditions and costs of raw material, labour, fuel and power, transport, duties, fees, legislation or any statutory charges including V.A.T. and/or any other costs which may affect the said price. Should any of the aforesaid costs increase between the date of the Company’s order acknowledgement and the date on which the goods and/or services are supplied to the Buyer then the Company in its own absolute discretion may adjust the contract price and invoice accordingly.
5.i. The contract price as invoiced and all taxes (including V.A.T.) duties and charges (all of which are exclusive to the contract price) shall be paid in full on the due date.
ii. The due date is the last day of the month following the month in which the goods and/or services were supplied (except where payments were made on a pro forma basis prior to supply).
iii. Payments shall not be delayed, if the goods supplied by the Company are not used nor pending the settlement of any claim against the Company whatsoever and the Buyer shall have no right of set off or counterclaim against the contract price in any event.
iv. The Buyer shall not be entitled to delay nor with hold the whole or any part of payment due to the Company on the grounds of insufficient or no proof of delivery unless the Buyer has notified the Company in writing within seven days of the invoice date requiring proof of delivery. The Company’s delivery note/invoice copy receipted on behalf of the Buyer or other such reasonable evidence as we may produce shall be sufficient proof of delivery for this purpose and the Buyer shall not otherwise require further proof of delivery.
v. Should the Company not receive all payments from the Buyer on the due date as aforementioned then the Company may in its own absolute discretion charge interest at the rate of 2% per annum above the published base interest rate at that time of Barclays Bank plc, both before and after any judgement, on all outstanding amounts and any part month shall count as a full month for the purpose of calculating interest.
vi. Non compliance by the Buyer with the Company’s payment terms shall entitle the Company in its own absolute discretion to withhold further supplies of goods and/or services and any/all amounts outstanding from the Buyer to the Company shall be payable forthwith under this contract or any other.
vii. The buyer shall be liable to the Company on an indemnity basis for any/all costs, charges and/or expenses howsoever incurred by the Company in, or in contemplation of any legal proceedings brought or intended to be brought by the Company for the recovery of any/all amounts due to the Company under the contract (including any amounts due under this clause) or for the recovery of any goods and/or services which are the subject of this contract or any other.
6.i. Any delivery dates/times given by the Company are given in good faith but are only approximate and not a part or a condition of the contract of sale and therefore the Company shall not be liable to the Buyer for any loss, damage, expense or inconvenience or any other claim arising directly or indirectly from any delay in such delivery for any reason whatsoever.
ii. If the Buyer alters its requirements and the Company consents to this in writing the Company shall not be liable for any subsequent delay and the Buyer shall pay all additional costs incurred as well as the costs wasted prior to the alteration.
iii. Should the supply of goods and/or services whether for collection or delivery be prevented, hindered, or delayed in anyway directly or indirectly by fire, the elements, war, civil commotion, strikes, lock-outs, industrial disputes, a shortage of raw materials, fuels, labour or the breakdown of plant or machinery or the late receipt of the specification or any other necessary information required from the buyer, acts, orders or regulations of Government, delay on the part of any sub-contractor or supplier nominated by the buyer or any other cause whatsoever which is in the Company’s own absolute discretion considered beyond its complete control concerned with the production or delivery of the goods and/or services then the time for completion, supply and/or delivery shall be extended for what is in the Company’s own absolute discretion a reasonable period and the buyer informed by the Company of the anticipated extended period.
iv. If the buyer does not accept the extended period as aforementioned in 6.iii then the Company may in its own absolute discretion terminate the contract in and only in respect of the outstanding goods and/or services. Such termination of that part of the contract by the Company shall not constitute a breach of contract or a breach of the Company’s duties to the buyer thereunder, and the Company shall not be liable to the buyer nor the buyer have any claim against the Company in respect of the outstanding goods and/or services whatsoever.
v. In terminating the contract as aforementioned in 6.iv the Company does not terminate the contract nor surrender its rights thereunder in respect of those goods and/or services already acquired, produced and/or supplied for or to the buyer, furthermore the buyer shall be liable to the Company to pay on the due date all outstanding monies for the goods and/or services already acquired, produced and/or supplied without deduction, set-off or counterclaim whatsoever.
vi. If under the contract, supply of goods and/or services is to be in parts then each part shall be deemed a separate contract and the default of the Company on one part shall in no way entitle the buyer to rescind or repudiate any other contracts in respect of any other part whether the goods and/or services have already been or are yet to be supplied.
vii. If the goods and/or services are to be manufactured or any process is to be applied by the Company in accordance with the specification submitted by the buyer, the buyer shall indemnify the Company against all loss, damages, costs and expenses, awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the buyers specification.
viii. No order which has been accepted by the Company may be cancelled by the buyer except with the agreement in writing of the Company and on the expressly understood terms that the buyer shall be liable to the Company in full for any/all loss, including loss of profit, costs in respect of raw materials, labour, fuel and power, transport, damages, charges and any/all other expenses/costs which in the Company’s own absolute discretion are the result either directly or indirectly of such cancellation.
7.i. The Company has the absolute right to select the method and route of carriage of the goods and/or services.
ii. With respect to the collection of goods and/or services the Company’s responsibility for any and all goods and/or services collected from its own premises or the premises of its employee, subcontractor, associate, agent, transport or storage facility or any other place as the Company may direct or allow the Buyer or the Buyers employee / representative, agents, or anyone acting on behalf of the Buyer, shall cease when the goods have been loaded into the transport and/or care of the aforesaid in accordance with the contract.
iii. With respect to the delivery of goods and/or services, the Company’s responsibility for any and all goods and/or services delivered by the Company or its agent to a site or the Buyers premises or any other place as directed by the Buyer shall cease when the said transport containing the goods and/or services shall have arrived at the nearest hard road approach to the site or Buyers premises or other place as directed by the Buyer and shall have been made available for unloading in accordance with the contract.
iv. If the Buyer fails to accept delivery (or accept the documents) or collect the goods and/or services on the due date then the goods and/or services shall be transported (where applicable) and stored in any manner by the Company in all respects of the Buyers risk and charge. The Company shall be entitled to invoice the Buyer in full and payment shall be made by the Buyer as though the goods and/or services had been delivered or collected on the due date in accordance with the contract. All expenses in connection with the transport, storage, labour, unloading and reloading, and the re-delivering of any /all goods and/or services will be charged to the Buyer.
v. After the Buyer has failed to accept delivery (or accept the documents) or collect the goods and/or services, the Company shall after twenty-eight days have the right in its own absolute discretion (but be under no duty) to sell the goods and/or services for the account of the Buyer and apply the net proceeds of the sale in diminution of any amounts due to the Company from the Buyer whatsoever, however, the Buyer shall remain liable for any/all outstanding amounts due to the Company under this or any other contract.
8.i. Ownership of the goods and/or services shall remain vested in the Company until full payment of the contract price as invoiced has been made by the Buyer to the Company notwithstanding delivery or collection of the goods and/or services in whole or in part to or by the direction of the Buyer.
ii. Risk of damage to or loss of the goods and/or se shall pass to the Buyer: a) In respect of goods and/or services to be collected, at the time when the Company notifies the buyer that the goods and/or services are available for collection.
b) In respect of goods and/or services to be delivered, at the time when the transport containing the goods and/or services shall have arrived at the nearest hard road approach to the site or buyers premises or other place as directed by the buyer and shall have been made available for unloading.
iii. Should the buyer require, the Company will, at the Buyers expense, insure the goods and/or services in transit on such reasonable terms as the Buyer may request.
iv. Goods and/or services may be disposed of by the Buyer, however, until full payment is made to the Company, the proceeds remain the property of the Company and if required by the Company the Buyer shall disclose the whereabouts of the said goods and/or services to the Company and the true ownership of the goods and/or services to the sub-purchaser .
9.i. The goods and/or services shall comply with the description stated on the Company’s order acknowledgement.
ii. It is expressly agreed that a film of mill scale or rust on reinforcement will not constitute grounds for rejection or claim whatsoever.
iii. It is the Buyers absolute responsibility to ensure that the goods and/or services as described on the Company’s order acknowledgement are correct and suitable for the Buyers intended use. Except those contained on the Company’s order acknowledgement, any/all other representations, conditions, warranties and terms whether expressed or implied with regard to the quality, condition, or fitness for the Buyers intended use of the goods and/or services have no effect whatsoever.
10. The Companys liability for short delivery, defective or damaged goods and/or services or faulty workmanship or any other complaint from the Buyer with respect to the goods and/or services supplied is dependent on written notification being received by the Company as follows:: -
i. In respect of goods and/or services delivered to the Buyer or under the Buyers direction, within seven days of such a delivery, always provided that the goods and/or services shall be made available as delivered for inspection by the Company within forty-eight hours of receipt of such notification.
ii. In respect of goods and/or services collected by the Buyer or on behalf of the Buyer, within seven days of collection, always provided that the goods and/or services shall be made available as collected for inspection by the Company within forty-eight hours of receipt of such notification.
iii. In the case of any work or service carried out by the Company or its agent, within seven days of execution of such work or service and before being concreted and/or incorporated in any structure. In each case if no such notice is received by the Company within the aforementioned specified period the contract shall be deemed to have been in all respects properly performed by the Company and the Company shall not be further liable to the Buyer in any manner whatsoever.
11 .i. The Company’s liability in respect of any goods and/or services for which a valid claim has been made under condition 10 herein shall be strictly limited to the delivery by the Company at its own expense of replacement goods and/or services always provided that the original goods and/or services which it is expressly agreed remain the property of the Company shall be made available to and reloaded on the Company’s transport by the Buyer or under the Buyers direction without charge, or remedying the faulty workmanship, or should the company decide in its own absolute discretion, to pay compensation not exceeding the value of the said goods and/or services as contained in the contract. The Company’s liability shall not extend to any other damage or loss or claim whatsoever from or suffered by the buyer.
ii. Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods and/or services or their use or resale by the Buyer, except as expressly provided in these conditions.
12. Should any claim under the Consumer Protection Act 1987 or any subsequent legislation be made against the Company in respect of any goods and/or services supplied under this contract the Buyer shall: -
i. Fully indemnify the Company against all costs, loss, expense, or damage whatsoever suffered or incurred in any way in respect of any claims by third parties which shall include employees of the Buyer. The indemnity shall apply to any lawful claim made under the said act and shall continue for a period equivalent to the maximum period during which a lawful claim can be made under that particular Act or any subsequent legislation.
ii. Provide the Company with all available records and documents which may in the Company’s own absolute discretion assist in identifying the final destination of any goods and/or services supplied to the Buyer under this contract.
13. The Company shall have a lien on any/all goods of the Buyer from time to time in its possession or control with regard to this or any other contract for any/all amounts due to the Company. Should the Buyer not discharge the lien within twenty-eight days of it being imposed by payment in full of all amounts due to the Company, the Company shall have the right to sell the goods the subject of the lien and apply the net proceeds of the sale in diminution of any/all amounts due to the Company from the Buyer.
14.i. This clause applies if: -
a. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
b. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
c. the Buyer ceases or threatens to cease, to carry on business; or
d. the company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
ii. If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the goods and/or services have been delivered but not paid for the payment shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
15. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
16. It is agreed that in the case of an export sale that this is a contract for the international sale of goods and or services.
17. This contract shall be governed by English Law.