CONDITIONS OF SALE
a) In these Conditions: “Buyer” means the buyer indicated on the Quote; “Buyer’s agent” means the foreman, site manager, project manager or any representative working on Buyer’s behalf; “Contract” means any contract between Buyer and Seller for the sale and purchase of Products incorporating these Conditions; “Fabrication Drawing” means the detailed drawing of the Products; “Products” means structural steel, fixings, drawings and any other items shown on the Quote to be supplied by Seller; “Quote” means a quote for Products submitted by Seller to Buyer; and “Seller” means Steelo Ltd a company incorporated under the laws of England and Wales with registered number 06991532 whose registered office is at Unit 9 Fairway Trading Estate, Fairway Close, Hounslow TW4 6BU.
b) These Conditions supersede all prior representations or arrangements and contain the entire agreement between the parties in connection with the Products. All other terms and conditions, express or implied, are excluded. None of Seller’s employees or agents has authority to modify or supplement these Conditions.
2. Order Process
a) A Quote is valid for the duration noted on it and is subject to these Conditions.
b) Unless otherwise agreed in writing by Seller, a legally binding contract between Buyer and Seller shall come into existence only if Seller receives the full fee or the first instalment of the fee as indicated on the Quote while the Quote remains valid. THE CONTRACT CANNOT BE CANCELLED BY BUYER AND NO REFUND CAN BE CLAIMED AFTER PAYMENT HAS BEEN RECEIVED.
c) Once a Contract is in existence, at Buyer’s request, Seller may prepare Fabrication Drawings based on information or drawings from Buyer or Buyer’s Agent. Alternatively, Buyer may provide its own Fabrication Drawings. Seller has no duty to accept Buyer’s Fabrication Drawings.
d) It is Buyer’s responsibility to check the Fabrication Drawing carefully and notify Seller of any changes required. Once the Buyer confirms the Fabrication Drawing, Buyer assumes all responsibility for the Fabrication Drawings, including that the Fabrication Drawing meet Buyer’s requirements and is suitable for the Buyer’s intended needs. Buyer acknowledges that Seller relies on the Fabrication Drawing in manufacturing the Products.
e) Buyer understands that the Products are manufactured to order, and accordingly, the Contract may not be cancelled by the Buyer once the full fee, or the first instalment of the fee, as the case may be, has been received.
a) The specification for the Products shall be as set out in the Quote and Fabrication Drawing.
b) All samples, descriptive matter and advertising issued by Seller and any descriptions or illustrations contained in Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They will not form part of these Conditions and this is not a sale by sample.
a) Prices are exclusive of VAT. All sums due to Seller shall be paid to the address/account in accordance with the timetable stated on the Quote.
b) Seller shall be under no obligation to deliver and/or unload the Products unless and until payment of the total price has been received in full and cleared funds, or where alternative arrangements have been agreed for credit accounts.
c) We may at any time after the acceptance of an order, but prior to delivery, revise the price payable for the goods and/or services to take account of increases in costs including, without limitation, costs of any goods or materials, carriage, labour or overheads, the increase or imposition of any tax duty or other levy.
5. Delivery or Collection
a) Delivery dates or dates for collection set out in a Quote or otherwise requested by Buyer or given by Seller are given or accepted by Seller in good faith.
b) Delivery shall be made to the delivery address specified on the Quote.
c) Seller may deliver or make available for collection Products by instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
d) Buyer shall take delivery of the Products and delivery shall be effective when the Products are unloaded at the delivery address. Seller shall not be obliged to lift the Products by crane and it is Buyer’s responsibility for ensuring that the delivery address is suitable to unload the Products. Buyer shall be responsible for all storage costs, additional delivery costs and other costs incurred by Seller as a result of Buyer’s failure to take delivery of the Products in accordance with this Condition 5(e).
e) If Buyer has requested to collect the Products, Buyer shall do so from Seller’s venue on the date agreed and during Seller’s normal business hours. Delivery shall be effective for the purposes of Condition 9(a) when the Products are made available to Buyer. Buyer must ensure adequate vehicle, manpower and strapping and other relevant resources are present
properly, safely and securely to effect collection of the Products.
f) If Buyer has requested to collect the Products and does not collect the Products within 7 days after the agreed collection date, Buyer shall be responsible for all storage costs, and other costs incurred by Seller as a result of Buyer’s failure to collect the Products and notwithstanding the provisions of Condition 9(a) Buyer agrees that Seller may dispose of Products (without refund or prior notice to Buyer).
g) Buyer acknowledges and agrees that the nature of the Products means that injury to person and damage to property is a risk whether the Products are collected or delivered. If Products are collected, Seller has no responsibility to assist Buyer with loading the Products onto Buyer’s designated vehicle and so if Buyer requests Seller to do so, Seller shall not be liable for any loss of or damage to property or vehicles sustained as a result. In addition, Buyer shall be liable for all damage to Seller’s property as a result of its collection of the Products. If Products are delivered, Buyer may request Seller to assist with unloading, and Seller shall comply with all instructions of Buyer and not attempt to unload the Products itself except in accordance with Seller’s instructions.
6. Defective Products
a) Buyer shall inspect the Products immediately on receipt and Buyer shall be deemed to have accepted the Products as being in conformity with the Contract unless written notice of rejection on the basis of non-conformity with the Contract is received in writing by Seller within 2 days of the date of delivery or (where the defect or failure was not apparent on
reasonable inspection) within 2 days after discovery of the defect or failure.
b) If, after a valid notice of rejection has been given to Seller in accordance with these Conditions, the conduct of Buyer is inconsistent with such rejection, Buyer shall be deemed to have accepted them.
c) If it is shown to Seller’s reasonable satisfaction that the Products fail materially to comply with the Contract, Seller will either refabricate the Products, refund the purchase price (less the cost of the steel) or replace the Products within a reasonable time, free of charge. SUCH REFABRICATION, REFUND OR REPLACEMENT SHALL BE DETERMINED BY SELLER AT ITS SOLE DISCRETION AND SHALL BE SELLER’S SOLE LIABILITY IN RELATION TO ANY SUCH FAILURE. Products which are alleged not to comply with the Contract shall as far as possible be preserved for inspection by Seller and where the Seller agrees to replace or refabricate the Products, the defective Product shall be made available for collection by Seller. Replacement or refabricated Products provided by Seller are covered by these Conditions.
d) Seller does not exclude any liability which cannot be excluded as between Buyer and Seller under any provision of English law.
7. Force Majeure
a) Seller shall not be liable for any failure to comply with the Contract related to any circumstances whatever (whether or not involving Seller’s negligence) which are beyond
Seller’s reasonable control and which prevent or restrict Seller from complying with the Contract.
b) Seller may where reasonable in all the circumstances (whether or not involving Seller’s negligence) without liability suspend or terminate (in whole or in part) its obligations under the Contract, if Seller’s ability to manufacture, supply, deliver or acquire materials for the production of the Products by Seller’s normal means is materially impaired.
8. Termination and Suspension
Seller may (without prejudice to its other rights or remedies) terminate or suspend Seller’s performance of the whole or any outstanding part of the Contract if:
a) Buyer breaches any term of any Contract with Seller including but not limited to a failure to pay sums due by the due date; or
b) Buyer becomes bankrupt or insolvent or if a receiver or encumbrancer takes possession of any material part of Buyer’s assets; or
c) Seller has reasonable grounds for suspecting that an event in Condition 8(b) will occur, or that Buyer will not pay sums due by the due date.
9. Risk and Title
a) Risk in the Products shall pass to Buyer upon delivery as delivery is determined in accordance with these Conditions.
b) All goods remain the property of the Seller until payment in full is received.
10. Intellectual Property
a) Buyer acknowledges that all copyright, design rights, trademarks, trade names and any other intellectual property rights of a similar nature (whether or not registered) in the Fabrication Drawings prepared by Seller and in the Products are Seller’s.
b) Buyer shall not and shall not assist or enable a third party to, copy or use any designs or remove any copyright notices from the Quote or the Fabrication Drawings.
11. LIMITATION OF LIABILITY
a) WITHOUT PREJUDICE TO ANY OTHER LIMITATION OF SELLER’S LIABILITY (WHETHER EFFECTIVE OR NOT):
(i) IN NO CIRCUMSTANCES WHATEVER SHALL SELLER BE LIABLE (IN CONTRACT, TORT OR OTHERWISE, AND IRRESPECTIVE OF ANY NEGLIGENCE OR OTHER ACT,
DEFAULT OR OMISSION OF SELLER OR ITS EMPLOYEES OR AGENTS) FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING LOSS OF GOODWILL, BUSINESS OR
ANTICIPATED SAVINGS), LOSS OF PROFITS OR USE, OR ANY THIRD PARTY CLAIMS, IN CONNECTION WITH THE PRODUCTS OR THE CONTRACT.
(ii) SELLER’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THE PRODUCTS OR THE CONTRACT (IN CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT RELATED TO ANY NEGLIGENCE OR OTHER ACT, DEFAULT OR OMISSION OF SELLER OR ITS EMPLOYEES OR AGENTS), IS LIMITED TO THE INVOICE PRICE FOR THE PRODUCTS
CONCERNED EX VAT AND EXCLUDING THE THEN MARKET VALUE OF THE STEEL.
b) ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW) SAVE FOR THE CONDITIONS IMPLIED BY S.12 SALE OF GOODS ACT 1979) ARE TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT.
c) NO ACTION MAY BE BROUGHT AGAINST SELLER IN CONNECTION WITH THE PRODUCTS OR THE CONTRACT UNLESS PROCEEDINGS ARE ISSUED AGAINST SELLER WITHIN TWO YEARS
AFTER BUYER BECAME OR OUGHT TO HAVE BECOME AWARE OF THE CIRCUMSTANCES GIVING RISE THERETO.
d) THIS CONDITION 11 APPLIES NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM OF THE CONTRACT BY SELLER.
e) NOTHING IN THESE CONDITIONS EXCLUDES OR LIMITS THE LIABILITY OF SELLER FOR DEATH OR PERSONAL INJURY CAUSE BY THE SELLER’S NEGLIGENCE OR FRAUDULENT
a) The Contract may not be assigned by Buyer without Seller’s prior written consent.
b) Notices must be in writing to Seller’s or Buyer’s address and are deemed delivered on the first working day after sending by hand or on the third working day after being placed prepaid in the first-class post to Buyer’s or Seller’s address.
c) No failure by Seller to enforce any provision of the Contract shall be construed as a release of its rights relating thereto or to sanction any further breach.
d) If any provision of the Contract is found to be invalid or unenforceable it shall have effect to the maximum extent permitted by law, or, if not so permitted, shall be deemed deleted.
e) The provisions of Conditions 9, 10 and 11 shall survive any termination of the Contract.
f) The Contract shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction in relation to the Contract.
g) Any personal data that Buyer provides to Seller will be held securely and processed only for the purposes of these Conditions. Seller may share Buyer’s personal data with credit reference agencies, banks and other responsible organisations in order that Seller can fulfil the Contract.