Terms and Conditions
Dent Steel Services (Yorkshire) Ltd
1
Interpretation
1.1 In these Conditions the
following words shall have the following meanings:
"Buyer" means any company, firm or
individual from whom the Company receives an order which the Company has
accepted in writing.
"Company" means Dent Steel
Services (Yorkshire) Limited.
"Conditions" means these
conditions of sale.
"Contract" means a legally binding
contract between the Company and the Buyer for the sale of the Goods made
pursuant to clause 3.
"Goods" means the products,
materials and/or services to be supplied by the Company.
1.2 The clause headings are
inserted for convenience only and shall not affect the construction or
interpretation of these Conditions.
1.3 References to clauses are to
clauses in these Conditions.
1.4 Where the context dictates,
the singular shall include the plural and vice versa and any gender includes
the other gender.
1.5 Any reference to any statute
or statutory provision will (unless the context otherwise requires) be
construed as a reference to that statutory provision as may be amended,
consolidated, modified, extended, re-enacted or replaced from time to time.
2
Applicability of Conditions
2.1 The Company accepts orders
for the supply of Goods subject only to these conditions.
2.2 The Buyer accepts that these
conditions shall govern relations between the Buyer and the Company to the
exclusion of any other terms including, without limitation, conditions and
warranties (written or oral, express or implied) even if contained in any of
the Buyer's documents which purport to provide that the Buyer's own terms
shall prevail.
2.3 No variation or
qualification of these Conditions or of any quotation or order arising there
from shall be valid unless agreed in writing between the parties.
3
Quotations & Acceptance
3.1 Quotations do not constitute
an offer by the Company and no the Company may at any time refuse to accept
any order pieced as a result of any such quotation.
3.2 Any order placed by the Buyer
must be accompanied by sufficient information to enable the Company to proceed
forthwith, otherwise the Company shall be at liberty to amend the prices
quoted to cover any increase in cost which has taken place after acceptance of
the order.
3.3 Each order for Goods issued
by the Buyer will be deemed to be an offer by the Buyer to purchase the Goods
subject to these Conditions.
3.4 No order placed by the Buyer
will be deemed to be accepted by the Company until an acknowledgement of order
is issued by the Company.
3.5 The issue of an
acknowledgement of order by the Company shall constitute acceptance of the
order and shall create a Contract subject to these Conditions.
3.6 The Buyer warrants that all
information and data supplied by him or his agent or representative to the
Company shall be accurate and comprehensive for the purpose of performance of
the Contract.
4 Price
4.1 Unless fixed prices have been
specifically agreed by the Company, notwithstanding any other quotation tender
price or price list all prices are subject to alteration without notice and
Goods will be invoiced at prices ruling at the date of despatch.
4.2 All prices include delivery
unless otherwise stated and are quoted exclusive of Value Added Tax ('VAT')
and any other duty, tax or surcharge (jointly and severally 'Taxes) and VAT
and any appropriate Taxes will be added to all invoices at the rate applicable
on the tax point date which date shall be the date of the invoice.
5 Drawings
5.1 Unless otherwise specified
in the Company's quotation, all specifications, drawings, photographs,
diagrams and particulars of weights and dimensions submitted with the
quotation are approximate only, and the descriptions and illustrations
contained in the Company's catalogues, price lists and other advertisement
matter are intended merely to present a general idea of the goods described
therein, and none of these shall form any part of the Contract.
6 Delivery
6.1 Delivery shall be deemed to
be effective when the Goods are unloaded at the delivery address nominated by
the Buyer or his agent for delivery, save where the Goods are to be collected
by the Buyer or his agent, when the Goods are loaded onto the vehicle
collecting them.
6.2 The Company reserves the
right to deliver goods by instalments and in such event each instalment shall
be treated as a separate Contract provided that deliveries of further
instalments may be withheld until the Goods or materials comprised in earlier
instalments have been paid for in full.
6.3 If the Company does not
receive forwarding instructions sufficient to enable despatch to be made
within 14 days after notification that the Goods are ready for despatch the
Buyer shall be deemed to have taken delivery and the Company may (without
prejudice to any of its other rights) dispose of the Goods ordered at the best
price reasonably available or may arrange for storage of the Goods at the
premises of the Company or elsewhere as the Company may so determine at the
cost of the Buyer.
6.4 Unless otherwise stated the
Company shall deliver the Goods as near to the destination as a safe hard
roadway permits. In the event that delivery is to be made on the Buyer's site,
the Buyer shall provide and clearly indicate to the delivery driver a route
from the public highway to the site which is safe and reasonable and provides
adequate turning space at the point of delivery. The driver may refuse
delivery if, in his safe opinion, the route or the point of unloading is
unsafe or is likely to cause damage to the delivery vehicle. The Buyer shall
indemnify the Company (for itself and as agents for any haulage contractor
operating the vehicle) against any damage caused to any such vehicle and
against all claims cost damages and expenses incurred by the Company by reason
of any default of the Buyer under this clause.
6.5 The Buyer shall be
responsible for providing adequate labour and facilities at the delivery point
for unloading Goods ordered by the Buyer without undue delay and shall keep
the Company indemnified against all claims howsoever arising from such
unloading operations. The Company reserves the right to charge for delays
prior to and during unloading or for costs incurred in making abortive
deliveries.
6.6 Any periods of time quoted
or accepted by the Company for despatch, delivery or completion of the order
are to be treated as estimates only, not involving the Company in any
liability to the Buyer in respect of loss suffered as a result of failure to
despatch, deliver or complete within such a period of time, no delay shall
entitle the Buyer to cancel the order or refuse to accept delivery at any
time.
7 Claims
7.1 Notice of any claim relating
to shortage of or damage to the Goods shall be made to the Company in writing
within 3 days of receipt of the Goods. In the event of non delivery of the
Goods the Buyer shall notify the Company in writing within 7 days of receiving
the advice note.
7.2 Claims for short weight must
be lodged with the Company within 24 hours of delivery and shall only be
considered if facilities for inspection and re-weighing are made available to
the Company within 7 days of the claim being made.
7.3 The Company will consider
claims only if the above conditions are met and the claim is signed by the
Buyer and accompanied by full particulars giving the invoice and Company's
order number and, the copy of the delivery note in respect of the Goods which,
in the case of shortage or damage to the Goods must bear an appropriately
qualified signature.
7.4 The Company's liability
hereunder in respect of any shortage loss or damage to the Goods shall be
limited to the proportion of the price attributable to the Goods undelivered
lost or damaged.
8 Payment
Terms
8.1 Payment shall be due in full
by the end of the month following the month in which delivery of the Goods
took place.
8.2 Where only part of the Goods
are despatched, payment shall be made of the Contract price attributable to
that part.
8.3 In the event of any delay or
delays in despatch or delivery which are attributable to the Buyer's actions
or failure to act, the Buyer shall make payment to the Company in accordance
with the above as if the Goods had been delivered at the times at which but
for such delay or delays such delivery would have taken place.
8.4 Unless otherwise agreed, in
writing, the Contract price shall be paid in England in Pounds Sterling.
8.5 No payment will be deemed to
have been received until the Company has received the Price in full in cleared
funds.
8.6 Time for payment will be of
the essence under the Contract and the Buyer will indemnify the Company
against all expenses and legal costs incurred by the Company in recovering
overdue amounts.
8.7 Notwithstanding any other
provision of these Conditions, all sums outstanding under the Contract will
become due immediately on termination of the Contract.
8.8 The Company reserves the
right to charge interest on late payment of accounts under the Late Payment of
Commercial Debts (Interest) Act 1998. We also reserve the right to pass
overdue accounts out for legal collection wherein all costs for collection
will be for Buyer's Account.
8.9 If any payment falls into
arrears the Company shall have the right to cancel or postpone performance of
the Contract wholly or in part and to be paid immediately for performance of
the Contract to date.
8.10 No claims by the Buyer under
warranty or otherwise shall entitle the Buyer to any deduction, retention or
withholding or any part of any sums due for payment hereunder. The Buyer shall
not be entitled to any set-off of obligations within or between contracts with
the Company.
9 Risk and
Title
9.1 Whilst risk in Goods
supplied to the Buyer under the Contract shall pass on delivery, legal and
beneficial ownership of the Goods shall remain with the Company until such
time as the Company has received payment in full for all Goods supplied to the
Buyer or until such time as the Goods are sold to the Buyer's customers by way
of bona fide sale at full market value (whichever shall be the earlier) and
until such time the Buyer shall keep such Goods separate from its property and
clearly identified as the property of the Company and fully insured.
9.2 Notwithstanding terms of
payment specified herein or elsewhere payment for all Goods supplied to the
Buyer shall become due immediately upon the commencement of any act or
proceeding in which the Buyer's solvency is involved (whether voluntary or
upon application to any court) or upon the appointment of a receiver over the
whole or any part of the Buyer's assets or undertaking and upon such
occurrence the power of sale granted to the Buyer above shall automatically
determine.
9.3 If payment for any Goods is
overdue whether in whole or in part and any Goods have been delivered to the
Buyer the Company may without prejudice to any of its other rights enter upon
the Buyer's premises to recover and/or resell the Goods or such of them as the
Company in its absolute discretion may designate as necessary to recover the
amount of payment overdue and the Company's reasonable costs incurred in
giving effect to its rights hereunder and for these purposes the Buyer hereby
irrevocably authorises the company to enter and take all necessary and
reasonable steps upon the premises of the Buyer.
9.4 The Buyer may offer for sale
and sell the Goods, provided it does so only at the best obtainable price in
the ordinary course of business as principal and not as the agent of the
Company. The Company shall, by reason of the relationship of bailment between
the Buyer (as bailee) and of the Company (as bailor) be and remain legally and
beneficially entitled to the proceeds of sale and the Buyer shall pay such
proceeds of sale into a separate account or, otherwise, shall ensure that all
of the proceeds of the sale are kept by or on behalf of the Buyer in a
separate and identifiable form and not paid into an overdrawn bank account.
Upon receipt of the proceeds of sale, the Buyer shall discharge its debt to
the Company and shall not use or deal with the proceeds of sale in any way
whatsoever until such debt has been discharged.
9.5 If any of the Goods are
incorporated or used in any other products before full payment for all Goods
supplied under the Contract has been made title in such products shall be and
remain with the Company until full payment has been made or such products have
been sold and all of the above provisions of this clause shall extend to such
products.
10 Warranty
10.1 The Goods shall be within
the Company's usual mill tolerances as to qualify and finish and the Company
shall replace or as its option refund the purchase price applicable of any
Goods which are not in its sole opinion within such tolerances, provided
always that any claim made under this clause is made within seven (7) days of delivery
of the Goods alleged to be defective.
10.2 The Buyer assumes
responsibility for the capacity or performance of the Goods being sufficient
and suitable for their intended use.
10.3 Subject to the provisions of
clause 10.1 and/or the Buyer being a consumer (as defined by the Consumer
Transactions (Restrictions on Statements) Order 1976), all warranties,
conditions and other terms implied by statute or common law (except for the
conditions implied by section 12 of the Sale of Goods Act 1979) in relation to
the Goods are, to the fullest extent permitted by law, excluded from the
Contract.
11
Cancellation by the Buyer
11.1 The Buyer may cancel or
suspend the Contract once it has been accepted by the Company only with the
Company's prior written consent following agreement by the Buyer to reimburse
the Company in an amount to be determined by the Company.
12
Termination by the Company
12.1 The Company shall (without
prejudice to any of its other rights hereunder) be entitled to terminate the
Contract forthwith by written notice to the Buyer if the Buyer shall:
(a) become insolvent;
(b) fail to pay any amount
falling due (whether under these Conditions or otherwise) to the Company
within 28 days of the date payment is due;
(c) suffer the appointment of a
Receiver;
(d) pass a resolution for
winding-up (other than for purposes of bona fide amalgamation or bona fide
reconstruction);
(e) commit a breach of any term
of the contract with the Company;
(f) cease or threaten to cease
to carry on its business.
13
Limitations of Liability
13.1 The
following provisions set out the entire liability of the Company (including
any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of any breach of the Contract, any
representation, statement or tortious act or omission, including but without
limitation, negligence arising under or in connection with the Contract.
13.2 Subject to clauses 13.4
and 22, the liability of the Company to the Buyer shall at all times be
limited to the amount of the price received by the Company for the Goods save
and to the extent that any claim is a claim which is covered by any policy of
insurance in favour of the Company in force at the time of the claim, in which
case the liability of the Company shall be equal to the amount of insurance
paid out by the insurer in respect of such claim.
13.3 Subject to clauses 13.4
and 22, the Company will not be liable to the Buyer in contract, tort or
otherwise for any economic loss of any kind (including but without limitation
of loss of use, loss of profit, loss of anticipated profit, loss of business,
overhead recovery, machining costs, revenue, or anticipated savings), any
damage to the Buyer's reputation or goodwill, any product recall or business
interruption costs or any other special, indirect or consequential loss or
damage (even if the Company has been advised of such loss or damage) arising
out of or in connection with the Contract or for any loss that may be incurred
by the Buyer as a result of the Company being unable to perform any of its
obligations under the Contract due to any of its suppliers being in breach of
their contract with the Company, or becoming insolvent or an order being made
or effective resolution being passed for their winding up, or if such supplier
is an individual if it is made bankrupt.
13.4 Nothing in the Contract
or these Conditions shall exclude or limit the liability of the Company for
any death or any personal injury caused by the Company's negligence.
13.5 The provisions of this
clause 13 shall survive the termination or expiry (for whatever reason) of the
Contract.
14 Indemnity
14.1 Without prejudice to any
rights implied by statute or common law, or under any provision of these
Conditions, the Buyer shall indemnify the Company and keep the Company
indemnified from and against any and all losses, liabilities, costs, claims,
demands, expenses and fees (including legal and other professional fees),
actions, proceedings and damages suffered or incurred by the Company arising
out of or in connection with any act, inaction or omission of the Buyer, its
employees, agents or sub-contractors.
15 Force Majeure
15.1 In the event of the
Company being delayed in or prevented from performing its obligations under
the Contract owing to any cause whatsoever beyond the Company's control
including without limitation act of God, war, terrorism, strikes, lockouts,
trade disputes, difficulty in obtaining workmen or materials, breakdown of
equipment, or any other cause, the Company will not be liable for any loss
damage or expenses incurred and shall be at liberty to cancel or suspend the
contract without incurring any liability arising therefrom, and the Buyer
shall not be entitled to terminate the contract.
16 Assignment and Sub
contracting
16.1 The Buyer will not
without the prior written consent of the Company assign or transfer the
Contract or any part of it to any other person.
16.2 The Company may without
the prior written consent of the Buyer assign, transfer or subcontract the
Contract or any part of it to any other person.
17 Notices
17.1 Notices under these
Conditions shall be deemed to be served on delivery when delivered by hand, on
receipt of a printout confirming due transmission when transmitted by
facsimile, or five (5) days after mailing if sent by mail, provided the
postage is properly paid and such notice is correctly addressed to the
respective party at its registered office, or such other address as shall have
been notified to the other party in writing.
18 No Waiver
18.1 No waiver by the Company
of any breach of the Contract or of these Conditions by the Buyer shall be
considered as a waiver of any subsequent breach of the same or any other
provision of the Contract.
19 No Partnership or
Joint Venture
19.1 Nothing in the Contract
or these Conditions shall constitute or be construed as constituting a
partnership or joint venture between the Company and the Buyer or shall
authorise either party to enter into contractual relationships or incur
obligations on behalf of the other party.
20 Severance
20.1 If any provision of the
Contract or these Conditions is held by any competent authority or a court of
law to be invalid or unenforceable in whole or in part the remaining
provisions of the Contract and the provisions of these Conditions shall remain
in full force and effect.
21 Contract (RIGHTS OF
THIRD PARTIES) act 1999
21.1 An entity which is not
expressly a party to the Contract has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of the Contract or these
Conditions.
22 Entire Agreement
22.1 These Conditions and the
acknowledgement of order represent the entire agreement between the parties
relating to the sale of the Goods and supersede all prior agreements,
arrangements and understandings relating to the sale of the Goods.
22.2 The Buyer agrees that it
will have no remedy in respect of any untrue representation innocently or
negligently made by or on behalf of the Company prior to entering into the
Contract upon which the Buyer relied in entering into the Contract, whether
such representation was made orally or in writing. Nothing in the Contract or
these Conditions will exclude or limit the liability of the Company for
fraudulent misrepresentation.
23 Law
23.1 The contract shall be
construed and interpreted in accordance with English Law and the parties
hereto irrevocably submit to the jurisdiction of the English Courts.