1. Unless otherwise agreed in writing by a Director of the Company all contracts for work done and I or materials supplied or for processing customers’ materials or for the sale of any product whether processed wholly or in part or not or finished or not or for the sale of goods entered into by the Company’ shall be exclusively upon the terms and conditions herein set out which are paramount and supersede and prevail over any term, condition or other stipulations are, in any manner whatsoever, repayment to or inconsistent with the terms and conditions herein.
2. Unless payment under any contract with the Company is,. to be in cash or is to be upon the shorter credit terms indicated upon the Company’s invoice accounts are due for payment on the last day of the month following the date of delivery. The time of payment shall be deemed to be of the essence of any contract with the Company. Without prejudice to the Company’s right to pursue any other remedy in Law or Equity for non-payment or late payment of an account all accounts· outstanding in any month may be subject to compound interest at 2% per month at the Company’s discretion.
3. a) Unless otherwise expressly agreed by the Company in writing our prices for goods or work are based on the cost to the Company of goods or materials, labour and transport (including the cost of conforming to obligations imposed by Statute or Government Order) ruling at the date when such prices were quoted or in the absence of a quotation when such prices were agreed. In the event of the cost to the Company of obtaining or delivering the goods or materials or executing the work in question being increased directly or indirectly by reason of any subsequent fluctuation in such cost the Company reserve the right to make a corresponding increase or reduction in the Company’s prices to meet any such fluctuation.
3. b) All goods supplied or processed by the Company shall be subject to a variation in size or weight upon delivery or collection of plus or minus 10%. Payment therefore by the customer shall be pro-rata.
4. The Company’s quotation for goods or materials is made at prices applicable to the quantities specified. In the event of the whole order as quoted not being placed with the Company the right is reserved to revise the Company’s prices in respect of the goods or materials actually supplied.
“EXEMPTION CLAUSES PLEASE NOTE CAREFULLY”
5. a) Any statements in any quotation or contract made by the Company its servants or agents as to the time and date of delivery of goods or materials or for completion of Work are to be treated as an approximate estimate. The Company accepts no liability for any loss or damage arising directly or indirectly from delay on the part of the Company in delivering the goods or materials or completing any work or in processing or finishing materials which is occasioned by stock shortages or labour disputes, civil commotion, fire, accident, breakdown of machinery, shortage of labour, force major or any cause beyond the Company’s control. The time of delivery or of completion of work, processing or finishing shall not be deemed to be the essence of any contract with the Company.
5. b) Samples submitted to the customer by the Company and any illustration in catalogues or other trade literature of the Company show type class and general character only without warranty or guarantee as to substance, performance, colour, size, thickness or shape.
5. c) Goods sold or materials supplied by the Company to the customer under contract will be repaid or replaced free of charge to the customer if the Company is satisfied that the same were defective in material or workmanship at the time of delivery to the the customer and provided that notice of such defect is given to the Company by the customer within 14 days of delivery. Save as aforesaid the Company accepts no liability under any condition or warranty or any kind whether express or implied by Law or otherwise which are hereby expressly excluded for loss or damage howsoever arising except in relation to liability for death or personal injury resulting from the negligence of the Company its servants or agents.
5. d) If goods are stored by the Company at the request of the customer such goods shall be at the entire risk of the customer.
5. e) All hire processing carried out by the Company or other work performed on customers’ materials is at the customers’ own risk and no liability is accepted by the Company or any damage to such material howsoever arising. Customers must ensure that materials upon which work or processing is to be done by the Company are suitable and in the right condition for such work or processing to be carried out thereon.
5. f) If a customer wishes to claim that there is any shortage on delivery in respect of goods or materials supplied by the Company or that the same have been damaged in transit or that such goods or materials are defective or otherwise not in accordance with the contract, he should give notice to the Company in writing and, in the case of any shortage or damage in transit to any carrier by whom the goods were delivered within three days after the date of delivery of the same. If notice is not given as aforesaid and the customer fails to afford the Company an opportunity to inspect the entire consignment the goods or materials shall be deemed to have been delivered in accordance with the contract in all respects and no claim shall be entertained by the Company in respect thereof. If the customer or a consignee breaks bulk on delivery or unloads the whole or any part of a consignment of goods or materials the customer or the consignee shall be deemed to have accepted delivery thereof.
5. g) In no circumstances whatsoever save in the case of death or personal injury arising from the negligence of the Company its servants or agents, shall the liability of the Company in contract or in tort, to the customer arising out of.or in connection with any goods or materials supplied or work or processing done by the company exceed the invoice price for the particular goods or materials or work or processing in respect whereof any complaint by the customer may be made.
The terms and conditions herein above set out under the heading Exemption Clauses are specially drawn to our attention. We regret the necessity for such clauses which is occasioned by the Company having to maintain competitive prices in fields where alternative sources of supply and processing are freely available to the customer. The cost to the Company of carrying sufficient insurance to cover all its transactions in respect of all risks would be prohibitive. The Company is able to offer the customer cheaper prices than normally obtainable because it seeks to limit its liability in this way. Customers are advised to obtain insurance in respect of their transaction with the Company.
6. Contracts and orders may not be cancelled by customers except with the Company’s written sanction only. Orders for goods made or cut specially to order cannot be cancelled.
7. When goods are for delivery to site the Company’s obligation is to deliver as near to the site as a safe hard road permits. The customer is to provide free of charge reasonable assistance in unloading and stacking. If a vehicle used for performing the Company’s contract when any customers deliver or collect a load to or from a place off the public road the customer is to be solely responsible for any accident or damage resulting in consequence.
8. Packing materials where returnable are charged to the customer on delivery and will be credited in full when the empties are received back at point of origin in clean, dry and sound condition.
9. The ownership of any goods or materials supplied by the Company will not be transferred to the customer until all amounts owed to the Company, no matter on what grounds have been paid. If required by the Company the goods or materials must be stored in such a way to show clearly that they are the Company’s own property, and the Company are to be entitled to enter the premises to retake possession of the Company’s property. All such goods and materials are to be at the sole risk of the customer and in the event of the same being damaged destroyed or lost after delivery the Company is to be entitled to payment in full for the same. The customer is to have power to sell or use the Company’s goods and materials before payment provided that all sums due or paid to the customer are to be held in trust for the Company until all amounts due to the Company have been paid.
10. All quotations and offer prices are exclusive of Value Added Tax. VAT will be added to all invoices at the rate applying at the appropriate tax point.
11. Unless otherwise expressly agreed in writing the Company’s prices only cover delivery on normal working days and during normal working hours. All deliveries made or work done at the customers request on Bank Holidays, Sundays or Saturday afternoon and outside normal working hours, will be subject to extra charges.
12. The Company reserve the right to refuse to execute any order or contract if the arrangements for payment or the customer’s credit are not satisfactory to the Company. In the case of nonpayment of any account when due or in case there shall be any default or refusal on the part of the customer to take due delivery of any goods or materials in the case of death, incapacity, bankruptcy or insolvency of the customer or when the customer is a limited company in the case of liquidation or the appointment of a receiver, then the purchase price of all goods and I or work invoiced and I or delivered by the Company to the customer to date shall immediately become due and payable from the customer to the Company and in addition the Company is to have the right to cancel every contract made with the customer or to suspend or continue delivery of goods and materials and I or the execution or work at the Company’s option without prejudice to the Company’s right to recover any loss sustained. Interest at the rate of two per cent per annum above the current Barclays Bank pic base rate shall be payable in respect of all sums outstanding.
13. The customer shall not be entitled to withhold payment of any amount payable under the agreement to the Company by reason of any disputed claim by the customer in connection with the agreement nor shall the customer be entitled to set off against” any amount payable under the agreement to the Company any amount which is not then due and payable by the Company or for which the Company dispute liability.
14. The customer shall indemnity the Company against any damages, costs or expenses whatsoever which may be incurred by the Company, in consequence of any alleged or proved infringement of any patent trade mark or design or claims by any third party in respect of the manufacture or delivery of any goods in accordance with the customer’s instructions.
15. All tools used in the production of any material and whether paid for in whole or part by the customer shall be the Company’s property.
16. This contract shall be constructed in accordance with the Law of England.
17. In these terms and conditions the expression “The Company” means Steel Sections (Warley) Limited.