Terms and Conditions

 

STANDARD CONDITIONS OF SALE 

 

  1. All Contracts for the sale of goods and where appropriate services, by the Company named overleaf (“the Company”) shall be deemed to incorporate these conditions.  Where the context so admits within these conditions the word “goods” shall be deemed to include goods which are property of the Buyer upon which the Company contracts to perform services.  Any terms and conditions in the Buyers order which are inconsistent with these conditions shall have no effect.
  2. If subsequent to any change for sale which is subject to these conditions a contract for sale is made with the same Buyer, howsoever made, without express reference to conditions such contract shall be deemed subject to these conditions.
  3. Any variation of these conditions shall only be effective if agreed in writing and signed by a Director of the Company following the placing of an order by the Buyer.
  4. Unless otherwise agreed in writing by the company the price payable by the buyer shall be the Company’s ruling price at the date of despatch of each delivery.
  5. A charge may be made for carriage of pallets, cases, and packing etc where appropriate.  No allowances will be made when collection is arranged by the buyer.
  6. The company shall not be require to supply test certificated unless the same are requested at the time of placing the order and the Company may charge a fee for any certificate supplied.
  7. All invoiced amounts are subject to VAT at the prevailing rate.  Payment is due in net cash at the end of the first month following the month of delivery.  Interest at the rate of 4 percent per annum above Lloyds Bank PLC Base Rate shall be payable by the buyer in respect of overdue accounts.
  8. Dates or periods for delivery are approximate and are given for information only and shall under no circumstances be essential terms.  A delay in delivery shall not constitute a breech of contract and shall not entitle the Buyer to avoid the contract or to any other remedy.
  9. The company shall not be liable for delay in delivery, or failure to make delivery of any goods due to fire, the elements of war, civil commotion, industrial dispute, shortage of raw materials and fuel, shortage of labour, breakdown of plant and machinery,  late receipt of Buyers specification of the necessary information, acts, orders or regulations of Governments or other regulatory bodies delay on part of subcontractor or supplier or any cause whatsoever beyond reasonable control of the Company or any of its associated companies concerned with processing or delivery of the goods no withstanding any warranty modifying Condition 8 herein.

10.  Each part delivery or instalments o0f the goods shall be deemed to be sold under a separate contract.

11.  The company reserves the right to deliver and charge for goods within the manufacturers tolerances as to weight, dimension and quantity.

12.  The Buyer shall have no right under any circumstances to cancel the contract or any part thereof without prior written consent of the Company which consent shall not be unreasonably withheld and which shall be conditional upon the payment of such compensation as the Company shall reasonably require.

13.  (a) The company reserves the right to supply the goods from any of the sites or from those of  its associate company’s or from any location or to sub-contract any part of the contract unless otherwise agreed the method of carriage of the goods shall be at the discretion of the company.  If the company so agrees the goods may be collected from the site by the buyer.  In such event the buyer is notified that the goods are ready for collection, the Buyer shall collect them without delay.  If the goods are not collected by the buyer within 3 days of being so notified the company may dispatch the goods itself a t the buyers expense and risk or store them at the expense of the Buyer.                                                                                                                                            (b) The company reserves the right to charge the Buyer any costs, charges or expenses incurred by the company as a result of vehicle or wagon detection in consequence of any act or omission of the buyer its servants or agents or as a result of special requirements or of stipulations of the Buyer not provided for in the contract.

14.  The Company accepts no responsibility for the accuracy of drawing, patterns, specifications supplied by the buyer.  The Buyer shall indemnify the Company against all claims whatsoever for damages and costs and against all liability in respect of any infringement of patent or other intellectual property rights resulting from compliance within the Buyers instructions express or implied.

15.  Subject to the provisions of these conditions goods supplied by the company will comply with the specification and standard if any detailed on the company’s despatch documents.

16.  (a) Notwithstanding the provisions of condition 15 above, any condition or warranty, statement or undertaking as to the quality of the goods or their fitness or suitability for any purpose however and whenever expresses or which may be implied by statute, custom of the trade or otherwise is hereby executed.                                         (b) Without prejudice to the foregoing.  No statement or undertaking contained in any British Standard Euronorm ISO Recommendation or other standard or technical specification as to the suitability of the goods for any purpose shall give risk to any legal liability.  The buyer shall satisfy itself that the goods are suitable for any product or application for which they are to be used before the goods are incorporated into such product or application.

17.  Where the contract provides for testing or inspection of the goods by or on behalf of the Buyer before delivery whether at the company’s site or elsewhere then upon the Company giving notice of the availability of the goods for inspection/testing the Buyer shall inspect and/or test the goods within 7 days of such notice.  If the Buyer does not inspect the goods within the time specified or within 14 days of such testing or inspection the Buyer does not notify the company in writing that the goods are not in accordance with the contract specifying the matter complained of, then the buyer shall conclusively be deemed to have accepted the goods as being in accordance with the contract and shall not thereafter be entitled to reject the goods on the grounds of anything which such testing or inspection has or would have revealed.

18.  The buyer shall be deemed to have accepted the goods and it shall be conclusively agreed that the goods are in accordance with the contract unless.                                                                                                                           (a) the Buyer gives notes in accordance with condition 17 herein or                                                                         (b) In respect of material suffering from any defect apparent from the careful inspection or reasonable testing by the Buyer                                                                                                                                                        (i) gives a approximately qualified signature eg “goods received damaged” (signed) on the delivery note and (ii)  advises the company in writing within 3 days of receipt of goods prior to their use or resale and             (iii) gives the company the opportunity to inspect the goods within a further 3 days and before they have been used or resold.                                                                                                                                                (iv)with regard to a defect in the quality or state of the goods or other respect in which the goods are not in accordance with the contract which would not be apparent upon careful inspection or reasonable testing by the buyer serves upon the Company written notice of such defect or respect forthwith upon its discovery and in any event not more than 12 months after receipt of the goods specifying the matters complained of an affording to the company a reasonable opportunity of inspecting the goods before any making good or replacement is undertaken.  The Buyer shall not be excused from providing such opportunity by reason only of the incorporation of the goods in the property of a third party or the location of the goods in, upon or under the premises or land of a third party.

19.  Claims by the Buyer for non-delivery of goods shall only be considered by the company if       

         (a) in any case of partial non-delivery of the goods the buyer                                                                              ( i) gives an appropriate qualified signature eg “goods received incomplete” on the delivery note and             (ii) advises the company in writing within 14 days of receipt of the goods and prior to their resale    and                                                                                                                                                                              (iii) gives the Company opportunity to inspect the goods within a further 3 days and before they have been used or resold.                                                                                                                                                                    (b) in any case of total non delivery of goods the Buyer advises the Company in writing within 14 days of the date of the Company’s dispatch documents.

20.   In any case of total or partial non-delivery of goods or damage to goods in transit where the goods are transported by an independent freight carrier, the company shall only consider a claim if the buyer has complied in all respects with the freight carriers conditions of carriage for notifying claims for loss against damage in transit.

21.  Provided that the buyer has complied with the requirements as to notice in Conditions 17 and 18 whichever      may be applicable and subject to the provisions of condition 23 herein.  If the goods or any part thereof are defective in quality or state (save for the discrepancy in weight or quantity) otherwise not in accordance with the contract then if the Company and the Buyer do not agree that the Buyer should accept the goods at an agreed value or that the goods should be made good at the company’s expense, the Company undertakes to accept a return of the relevant goods and at the Buyers option either to                                                                          (a) repay or allow the Buyer the invoice price thereof (including carriage, pallets, cases packaging and test certificates where appropriate) and any reasonable transport costs incurred by the buyer in carrying relevant goods from the place of original delivery of such goods too the company’s site from which they were dispatched or to such a place as the company may  nominate or                                                                                         (b) replace the goods by delivering replacement goods to the original place of delivery as soon as may reasonably be practical.

22.  The undertakings in Condition 21 herein are in lieu of any other legal remedy and the liability of the company shall be for all purposes limited to the giving of any appropriate credit or repayment or to the replacement of the goods in accordance with that condition.  Under no circumstances shall the Company be liable for any other loss, damage or expense whatever occasioned by a breech of contract, negligence or breech of any duty of the Company whatsoever and however such loss, damage or expense may have been caused provided that nothing in these conditions shall exclude or limit or purport to exclude or limit the liability of the Company where such exclusion or limitation is void or unenforceable under the applicable law.

23.  Goods sold as “non primer” or as” untested” or goods accepted by the Buyer pursuant to condition 21 herein which the company and the Buyer agree to be “non-prime” are sold in their actual state as seen without warranty and with all faults whether or not the goods have been inspected by the buyer prior to delivery.  Any statement, specification, description or other information provided by the company in respect of such goods is given in good faith but the Company can accept no responsibility for its accuracy.  Under no circumstances will the company be under any obligation to replace or make good such goods or entertain any claim whatsoever in respect thereof.  If the Buyer shall re-sell such goods the buyer shall ensure that a provision in similar form to this condition in incorporated in the re-sale agreements unless prior to reselling the goods the buyer has caused the goods or such part of the goods as the buyer resells to comply with a recognised specification or standard.  The Buyer shall indemnify the Company against all consequence  thereon which arise out of loss or damage to property or injury or to dearth of any person caused or alleged or alleged to be caused by or consequent upon the supply of a product as defined in section 1 of the Consumer Protection Act 1987 to the buyer as “non prime” or “untested”  or to any third party by the Buyer which comprises “non prime” “untested” goods sold to the buyer by the Company or which has a component or components includes or is otherwise manufactured from any “non-prime” or “untested” goods supplied by the Company whether or not such claim is made pursuant to the said Act or the legislation of any member state of the European Community made pursuant to or in accordance with the directive of the Council of European Communities dates July 1985 (No 85/374/EEC).

24.  Delivery shall be deemed to be effective and the risk in the goods shall pass from the Company to the Buyer when the goods are unloaded at the address nominated by the Buyer or his Agent for delivery save where collection is arranged by the Buyer or his Agent when risk in the goods shall pass when goods are loaded onto the vehicle collecting them.

25.       (a)   All goods supplied by the Company to the buyer shall remain the property of the Company until such time as all sums due to the Company from the Buyer whether in respect of goods supplied by the Company to the Buyer or otherwise are paid in full or the goods are incorporated in or utilized in the manufacture of products.   Until such time the Buyer shall in all respects treat and deal with the goods as the bailee of the Company and shall store the goods so that the are readily identifiable as the property of the Company save that, subject to © below the Buyer shall be at liberty to resell the goods in the normal course of trading. Until full payment of all sums due to the Company have been made the Buyer shall not be entitled to dispose of any property in the goods (by sales or otherwise) to the holding company of the Buyer or to any subsidiary of the Buyer or of such holding company.

(b)  Until such time as property in the goods passes to the buyer, the Company (and without prejudice to its other rights) may retake possession of the goods and the Company its servants or its agents shall be deemed to have been granted an irrevocable license the Buyer to enter upon the Buyer’s premises or premises under the Buyer’s control with or without vehicles for this purpose.

(c)  In the event of any resale by the Buyer of the Company’s goods, the beneficial entitlement of the Company shall attach to any claim against the Buyer’s purchaser and to any proceeds of that sale so that such claims or proceeds of sale shall be held in trust for the company and the Buyer shall have fiduciary duty to account to the Company for that claim and any proceeds of sale. Where proceeds of such a resale received by the Buyer he shall keep them in separate account as agent for resale received by the Buyer he shall keep then on separate account as agent for the Company until the proceeds are handed over to the Company for the purposes of this condition decoiling, cutting, shearing, slitting, painting of re-bundling on goods shall not constitute the manufacture of a product or products.

26.      Without prejudice to all other rights and remedies, on the occurrence of any of the following events the Company may treat the contract for the supply of goods and/or services to the Buyer (“the Contract”) as repudiated by the Buyer or may suspend the performance of the Contract and/or any other agreement with the Buyer, and payment for all goods and services already supplied, provided or ordered, whether under the Contract or any other agreement, shall become due immediately.

            (a)  if any debt is due and payable by the Buyer to the Company but is unpaid.

(b)  if the Buyer has failed to provide any letter of credit, bill of exchange or any other security                            required by the contract provided that in such event the aforesaid rights of termination or suspension shall apply only in regard to the particular contract in respect if which the Buyer shall have so failed.

(c)  if the Buyer has failed to take delivery of the goods under any contract between it and the Company                         otherwise that in accordance with the Buyers contractual rights

             (d)  if the Company obtains any unfavourable reports in the financial standing of the Buyer

(e)  if any distress execution or other legal process shall be levied the Buyer or if the Buyer becomes     insolvent or enters into any composition or arrangement (including a voluntary arrangement) with its creditors or being a body corporate has passed a resolution for voluntary winding up expect where solely for the purpose of reconstruction or if a petition has been presented for an order for its winding up or for Receiver (including an Administrative Receiver) or Administrator to be appointed or if any such order or appointment is made or if being an individual or partnership the Buyer suspends payment of his or their debts in whole or in part or if an application has been made for an Interim Order or a petition has been presented for a Bankruptcy Order of or if any such order is made or if the Buyer whether or not a body corporate, shall carry out or be subject to any analogous act or proceedings under foreign law.

The Company shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and in the event if any suspension, the Company shall be entitled as a condition or resuming delivery under any contract between it and the Buyer to require repayment of or such security as it may require for the payment of the price any further delivery.

27.       The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the                  

Company because of any disputed claim of the Buyer in respect of defective goods or any other alleged breach of the contract nor shall the Buyer be entitled to set off against any amount payable under the contract to the Company any monies which are not than presently payable by the Company or for which the Company disputes liability.

28.       The Company’s rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the 

             Buyer and no wavier by the Company. In respect of any breach shall operate as a wavier in respect of any

subsequent breach.

29.       The Company has drawn up these Conditions of Sale having considered the provisions of the Unfair Contract

Terms Act 1977as amended and considered them to be fair and reasonable and its prices are based on contacts             made under these conditions. In the event that the Buyer considers any of these terms to be unreasonable he must inform the Company before entering into any contract otherwise he will be deemed to have accepted that these conditions are fair and reasonable.

30.       In the event that for any reason, any provisions or provision in these conditions or any part thereof is or is held to be void, unforeseeable or otherwise invalid, any contract made which incorporates these conditions shall continue to be fully binding and all other conditions herein including the remainder of any condition where the effect of some part thereof is avoided shall remain fully effective.

31.       No contract for sale which is subject to these conditions may be assigned by the Buyer without prior written consent of the company.

32.       For the purpose of these conditions the expressions “holding company” and “subsidiary” shall have the meaning attributed to them by Section 736 of the Companies Act 1985.

33.       The provisions of these conditions shall remain in full effect notwithstanding that the parties obligations under contract may have been preformed or discharged.

34.       The contract between the Company and Buyer the shall be deemed to have been made in England and shall    governed in all respects by English law. The Buyer shall submit to the non-exclusive jurisdiction of the English Courts.

35.      Cut material to be within tolerance of +/- 2mm

36.      All painted material to be shotblast to SA 2.5 followed by 1 coat of weldable blast primer.  Leigh's paints Metaguard G280 to 25 microns nom DFT 

 

 

Contact Details
Philip Cahill Pulham Steels Ltd
Unit 1 Pulham Business Park Pulham Dorchester Dorset DT2 7DX United Kingdom Tel
01300 345110
Fax
01300 345112
Email