Profile Steel Cladding Limited Terms and Conditions
- GENERAL – These conditions of sale and any special conditions overleaf supersede all and any representations, negotiations and orders and constitute the entire agreement between the parties to the exclusion of all other terms, conditions and warranties whatsoever. This agreement shall not be varied or amended other than by written consent of both parties. Where these terms and conditions in any way conflict with any terms upon which the Buyer has purported to purchase the goods, then the provisions of any such terms of the Buyer shall be deemed to be ineffective to the extent that they are inconsistent herewith.
- PRICE – In the case of sales within the United Kingdom material shall be invoiced at the list price of the Supplier at the date of delivery. All prices quoted are exclusive of Value Added Tax where applicable. Payment for the goods shall be made on or before the date fixed in accordance with the terms agreed between the Buyer and the Seller for the operation of the account between them; in the event that payment shall not have been made by such a date the Seller shall be entitled to recover from the Buyer interest on any outstanding balance at the rate of 2% above the base rate of the Seller’s Bank for the time being in force for the period from such date until the date of payment.
- DELIVERY – Where the Seller agrees to deliver the goods the place of delivery shall be at the address given overleaf or, if no address is given, the Buyer’s business address. Where the Seller agrees to deliver the goods the Seller shall make reasonable efforts to deliver the material at the time stipulated overleaf but those times or dates given are intended only as an estimate and the Seller shall not be responsible for any loss or damage direct or indirect caused to the Buyer by reason of late delivery and the Buyer shall not be able to refuse to accept material on account of late delivery. The Buyer shall provide the necessary labour and equipment to unload the Seller’s vehicle without undue delay. Where delivery is delayed at the Buyer’s request the Seller shall be entitled to place the material in store at the Buyer’s risk and to make a reasonable storage charge therefore.
- INSTALMENTS – Each delivery of material under this agreement shall be deemed to constitute a separate contract to which the terms and conditions hereof shall apply mutatias mutandis. Any breach of this agreement in respect of any deliveries shall not terminate or give rise to any right to terminate this agreement as to other deliveries hereunder.
- LIABILITY – (i) The Buyer confirms that it has had the opportunity of inspecting the goods and materials which are the subject of this agreement. The parties expressly declare that the Buyer has bought the material on its own appraisal and does not rely upon the intimations, recommendations or skill of the Seller, its agents or its employees.
(ii) Goods are not tested or sold as fit for any particular purpose. Any term warranty for condition expressed, implied, or statutory to the contrary is excluded. In no circumstances whatsoever shall the Seller’s liability (in contract tort or otherwise) to the Buyer arising under out of or in connection with this contract for the goods supplied hereunder exceed the invoice price of the particular items concerned and the Seller shall be under no liability for loss or damage or delay howsoever arising caused by circumstances outside its control. In the case of a sale by sample the Seller does not undertake that the bulk shall correspond with the sample in colour, exact dimensions or quality. This provision shall not apply to the consumer transactions to the extent to which it would, by virtue of the Unfair Contract Terms Act 1977, be void.
(iii) The Buyer shall save harmless and keep the Seller indemnified against all claims or demands whatsoever by whomsoever made in excess of the liability of the Seller under this agreement in respect of any injury, loss or damage howsoever caused and howsoever arising.
(iv) In any event the liability of the Seller shall not extend to any indirect or consequential losses whatsoever or howsoever arising including and without prejudice to the generality of the foregoing loss of profit or production.
- CLAIMS – (i) Notice of any claim arising out of or in connection with this contract must be given in writing to the Seller within seven working days from the date when the goods are collected or delivered failing which all claims (other than claims arising out of or in connection with defects not discoverable upon examination of the goods) shall be deemed to be waived and absolutely barred. In any event the Seller shall be under no liability for shortage or damage in transit or for deviation, misdelivery, delay or detention, unless the Seller and the carrier (where different) are advised thereof in writing otherwise than upon a consignment note of delivery document within three days and a claim is made on the Seller and the carrier (where different) in writing within seven days after the termination of transit as defined under the current conditions of carriage under the Road Haulage Association (in computation of time for this purpose the following days shall not be included in England and Wales: Sunday, Good Friday, Christmas Day, or Bank Holiday. Scotland: Sunday, first and second January, Spring Holiday or Autumn Holiday).
(ii) Any claim by the Buyer in respect of non delivery of the whole or any part of the delivery of the material shall be notified to the Seller in writing by the customer within ten days of the relevant advice of despatch or receipt of part of the delivery as the case may be.
(iii) Damage, shortage, loss or other non conformity with description present only in a portion of the material shall give the customer remedies only in respect of that portion.
- SPECIFICATIONS – (i) All data or containing specifications of weight dimensions, compositions, life spans, stresses, qualities, or degrees or purity or relating to performance and the like contained herein are approximate only as are also weights and dimensions of materials.
(ii) Where there is discrepancy between sizes and quantities set out overleaf and by any drawings submitted by the Buyer, the Seller shall be entitled to reply solely upon the data overleaf and shall not be obliged to resolve discrepancies between those and the drawings.
- FORCE MAJEURE – (i) If the Seller is delayed or prevented from supplying the full or any amount of material by events beyond its reasonable control including but not limited to act of God, War, riot, strikes or other industrial action (whether official or unofficial) boycotts, lockouts, government (including local legislation or regulation) delay in transport shortage of raw materials, breakdown or plant breakdown or stoppage at plants other than the Sellers where the material is manufactured and inclement weather than the Seller may by notice in writing to the customer cancel or suspend delivery as necessitated by the event within this clause.
(ii) The notice pursuant to this clause shall specify the event and in the case of a suspension of delivery estimate the period of suspension. The Seller shall be under no obligation to make pro rata suspension or cancellations though it shall use all reasonable endeavours to ensure that its customers are treated fairly in the light of all the circumstance. On receipt of the Seller’s notice the Buyer may purchase from other suppliers the quantity of material necessary to make that any anticipated or actual deficiency arising from the Seller’s inability to delivery under this clause. The Seller shall not be liable to the Buyer for any cost expense or loss whatsoever and howsoever caused arising from those purchases or otherwise arising out of the Force Majeure whatever the period of the said Force Majeure.
(iii) Should delivery be suspended for a period exceeding twelve months then the Buyer may by three months notice in writing cancel this agreement and unless the Seller shall commence deliveries before the expiry of the notice the agreement shall terminate on its expiry.
- BREACH BY BUYER – In the event that the Buyer commits any breach of its obligations under this Agreement notified to it by the Seller and un-remedied after fourteen days or commits any act of bankruptcy or commences liquidation other than for the purpose of a bona fide a reconstruction or amalgamation the terms of which are approved in writing by the Seller and the Seller may at its option by written notice to the Buyer suspend further performance of this Agreement for a period not exceeding six months or terminate this Agreement.
- PAYMENT – (i) Unless specified overleaf payment shall be made in cash against invoice within thirty days from date of invoice. Where payment is made by bill of exchange or cheque payment it is deemed to be made when the bill or cheque is cleared. In the event of late payment the Seller may (without prejudice to its other remedies under this Agreement) charge interest which will accrue from day to day on the basis of a 365 day year from the day on which the payment became due at the rate of 2% per annum above the Seller’s Bank base rate.
(ii) If the Buyer shall fail to make due payment of all monies due by the Buyer to the Seller on whatever account AND UNTIL all such monies have been paid the Seller shall be entitled to withhold delivery of the goods or any part thereof. If the Buyer does or suffers to be done anything in which might prejudice his ability to pay the full price he shall be deemed to have repudiated this contract and the Seller may without prejudice to its other rights accept such repudiation without notice of termination thereof. The Buyer shall take delivery of the goods within the time limit provided for under this agreement; in the event that it fails to do so within such limits the Seller shall be entitled to treat such failure as a repudiation of the contract and may without prejudice to its other rights accept such repudiation without notice as termination thereof.
- TITLE – (i) The property in the goods shall not pass to the Buyer until the Buyer has made to the Seller the whole price thereof. If not withstanding that the property in the goods has not passed to the Buyer, the Buyer shall sell the goods in such a manner as to pass to a third party a valid title to the goods, the Buyer shall hold the proceeds of such a sale on trust for the Seller. The Buyer agrees prior to the payment of the whole price of the goods therefrom and prior to such payment the Buyer shall keep the goods separate and identifiable for this purpose. Nothing herein shall constitute the Buyer the agent of the Seller for the purpose of any such subsale. Notwithstanding that property in the goods shall not pass to the buyer save as provided above the goods shall be at the risk of the Buyer from the time of collection by or delivery to it of the goods or after the expiration of any agreed rent free period whichever is the earliest. Any delay caused by the unreasonable act or default of either party to rail or road transport or craft furnished by the other for the account of the party causing the delay.
(ii) Notwithstanding the proceeding provisions of this clause the Seller as its sole opinion at any time by notice in writing to the Buyer transfer the property and the goods to him.
- TAXES AND DUTIES – Unless specifically stated to the contrary the price specified overleaf is exclusive of Value Added Tax and the Buyer shall pay the Seller a sum equivalent to that tax in addition to and at the same time as the price specified.
- DISPUTES – All disputes arising out of or in connection with this Agreement shall be adjudicated through the English Courts and this Agreement shall be governed by English Law.
- NOTICES – any notice under this Agreement given by the Buyer to the Seller shall be sent to the address overleaf and any notice under this Agreement given by the Seller to the Buyer may be sent to the address at which the Seller reasonably believes that the Buyer is carrying on business. Notice must be in writing and for the avoidance of doubt this will include, without prejudice to the generality of the foregoing telex, cable, facsimile and first class mail (whether registered or otherwise). Notice sent by post shall be deemed to have been delivered five days after it has been posted in a correctly addressed prepaid envelope.
- PARTIES – This Agreement is personal to the parties hereto and shall not be assigned or capable of being assigned by one party without the written consent of the other.