CRUSTEEL LIMITED CONDITIONS OF SALE

 

In the following conditions

“Buyer”     means the company, firm, body or person purchasing Goods or Service:

“Goods”    means the subject matter of the contract including (but not limited to) raw materials, finished or semi-finished materials or articles, machinery, parts, spares, commodities etc. and whether one or a number of items whether or not identical or similar (including any such materials, articles and commodities etc. supplied in connection with the Services).

“Seller”      refers to Crusteel limited in all instances.

“Services” means work and/or Services or any of them to be performed by the Seller.

 

1.                 Application of Conditions

1.1              The Seller’s quotations are not binding on the Seller and a contract (the “contract”) will only come into being upon acceptance by the Seller of the Buyer’s purchase order and the following conditions shall be deemed to be incorporated into the contract.

1.2              The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect. Any variation of the contract must be confirmed in writing by the Seller by means of an authorised Representative.

 

2.                 Returnable Packing

Packaging materials are charged to the Buyer at the Seller’s discretion but shall be credited in full if returned in good condition, carriage paid.

 

3.                 Suitability

3.1              Any testing or inspection considered necessary shall be specified by the Buyer at the time of the Order and shall be carried out at the Seller’s producing mills or works or otherwise in England at the Seller’s discretion.

3.2              It is expressly understood that ant technical advice furnished by the Seller with respect to the Goods or Services is given without charge, and the Seller assumes no obligation or liability for the advice given or results obtained: all such advice being given and accepted at the Buyer’s risk.

 

4.                 Nuclear Facilities

Unless the Buyer’s purchase order states that the Goods purchased are to be used in or with any nuclear facility the following conditions shall apply

4.1              Goods supplied by the Seller have not been designed, manufactured or tested for use in and are not sold for use in connection with any installation in which nuclear fuels or radio-active products or materials are used, produced, processed, stored, transported or handled in any way.

4.2              If the Buyer’s purchase order states that Goods purchased are to be used directly or indirectly in or with any facility in which nuclear fuels or radio-active products or materials are used, produced, processed, stored, transported or handled in any way (Nuclear Facility), the following conditions shall apply.

4.2.1           any Goods repaired or replaced shall be decontaminated without cost to the Seller to the extent necessary to permit the Seller to effect such repair or replacement.

4.2.2           The Buyer agrees to defend indemnity and hold harmless the Seller from and against (1) all claims of loss of use of or damage to real and personal property, including damage to any Nuclear Facility, and (2) all claims for personal injury to employees of any Nuclear Facility arising out of any and all nuclear energy and radiation hazards or out of nuclear incidents.

4.2.3           with respect to any property damage and public liability insurance carried by the Buyer, the Buyer will secure from the insurance carrier or carriers, waivers of all rights of recovery and subrogation against the Seller, and the Buyer agrees to defend, indemnify and hold harmless the Seller from and against all claims which may be asserted against the Seller by such insurance carrier or carriers.

 

5.                 Warranties

5.1              The Buyer shall inspect the Goods and/or the Services immediately on their arrival or performance and shall within 14 days of their arrival give notice to the Seller of any defect in the Goods and/or the Services or any other matter by reason of which it alleges that the Goods and/or the Services are not in accordance with the contract (taking into account standard manufacturing variations), save for the matters referred to in sub-clause 5.4 below, and the Buyer accepts that such period is reasonable, if the Buyer fails to give such notice, the Goods and/or Services shall be deemed free of defects and in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for them accordingly. If the Buyer gives such notice and the Goods and/or Services are proved to be defective, the Seller having had reasonable facilities for investigating any claim, the Seller shall at its own discretion replace or repair the Goods or reperform the Services free of charge or refund the purchase price and the Buyer shall have no further rights to damages or otherwise against the Seller. The Buyer’s rights in respect of acceptance and rejection shall in all respects be governed by this sub-clause 5.1 and sub-clause 5.2 below. Any other right of acceptance or rejection whether pursuant to statute, common law or otherwise is hereby excluded.

5.2              The Sellers obligations to replace or repair the Goods or reperform the Services or to refund the purchase price under sub-clause 5.1 above shall only arise if the Buyer delivers the Goods or the work performed (where appropriate), at its own risk and expense to the Seller and provided that the Goods and/or the Services have not, in the meantime, suffered any damage owing to any act or omission on the part of the Buyer or any third party.

5.3              Unless the Seller has agreed with the Buyer to be responsible for delivering the Goods to the Buyer’s place of business the Seller shall not be responsible for any loss, damage or delay to Goods in transit. Delivery of the Goods in good condition to a suitable carrier shall constitute delivery to the Buyer and risk of loss, mis-delivery, breakage or other damage shall thereupon pass to the Buyer. Any claim by the Buyer in respect of non-delivery of or damage to the whole of the consignment or any separate package from part of a consignment must be handled by the Buyer directly against the carriers.

5.4              Quantities and/or weights of all consignments of the Goods as ascertained by the Seller and notified to the Buyer in writing shall be conclusive unless an irregularity in the number or weighing or the written advice thereof is proved within seven days after the delivery of the Goods and subject always to correction of mathematical error.

5.5              Save for the warranties in clause 5.1 all other guarantees, representations or warranties whether express or implied (including but not by way of limitation any implied warranty or satisfactory quality and any implied warranty or satisfactory quality and any implied warranty of fitness for purpose) are excluded to the extent permitted by except that all Goods and/or the Services described on the Seller’s acknowledgement of the Buyer’s purchase order or on the Seller’s quotation from liens incurred by the Seller. The Buyer’s remedies shall be limited as set out in this clause and in no event shall the Seller be liable for indirect or consequent loss, however caused, suffered by the Buyer.

 

6.                 Variation of Prices and Availability of Material

The stated prices which are exclusive of any VAT or other taxes and duties payable on respect of the Goods and/or the Services are the Seller’s prices ruling at the date of the contract, and orders are accepted only on the condition that the Goods and/or the Services will be invoiced and paid for at the Seller’s prices ruling at the date of despatch or performance and subject always to availability. The Seller reserves the right to alter prices without notice. If any variation in price occurs during the currency of an order the price occurs during the currency of an order the price of the Goods undespatched at the date of such variation in price shall be adjusted accordingly.

 

7.                 Delivery Dates

Any time or date named by the Seller is given and intended as an estimate only and time is not to be of the essence so that the Seller shall have no liability if the same are not met.

 

8.                 Delivery by Instalments

All orders are accepted by the Seller on condition that delivery will be taken by the Buyer not later than 28 days after notice in writing by the Seller to the Buyer that the Goods ordered are available unless specific terms are agreed in writing by the Buyer and the Seller for the delivery by instalments. Payments for such deliveries made shall be a condition precedent to further fulfilment of the contract by the Seller. The Seller may also charge storage costs incurred.

 

9.                 Licences

If the licence of consent of any Government or other Authority shall be or become necessary for the sale, shipment or delivery of the Goods and/or the Services sold, the Buyer alone shall be responsible for obtaining the same and shall repay to the Seller all fees or expenses incurred by the Seller on behalf of the Buyer in obtaining the same and shall indemnify the Seller against all losses and expenses incurred by the Seller as a result of any branch by the Buyer under this clause.

 

 

10.              Risk and Title

10.1            Notwithstanding that risk in Goods shall pass to the Buyer in accordance 5.3 title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) shall remain with the Seller until payment in full has been received by the Seller:

10.1.1         for those Goods:

10.1.2         for any other Goods supplied by the Seller:

10.1.3         any other monies due from the Buyer to the Seller on any account.

10.2            Until title to the Goods passes to the Buyer under clause 10.1 the Buyer shall:

10.2.1         keep the Goods separately and readily identifiable as the property of the Seller:

10.2.2         not attach the Goods to real property without the Seller’s consent.

10.3            Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Seller and Buyer only) be made by the Buyer as agent for the Seller.

10.4            Goods shall be deemed sold or used in the order delivered to the Buyer.

10.5            At any time before title to the Goods passes to the Buyer (whether or not any payment to the Seller is then overdue or the Buyer is otherwise in breach of any obligation to the Seller), the Seller may (without prejudice to any other of its rights):

10.5.1         retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises.

10.5.2         require delivery up to it of all or any part of the Goods.

10.6            The Seller may at any time appropriate sums received from the Buyer as it thinks fit notwithstanding any purported appropriation to the Buyer.

10.7            Each clause and sub-clause of this clause 10 is separate, severable and distinct accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.

 

11.              Suspension or Termination for Default

If the Buyer shall make default in or commit any breach of any of its obligations to the Seller hereunder or commit any act of bankruptcy or insolvency or commerce liquidation (except for the purpose of reconstruction or amalgamation), the Seller shall thereupon become entitled (without prejudice to any other claims and rights which it may have under this contract) to suspend further performance of the contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the Buyer and forthwith to terminate the same.

12.              Cancellation

Unless specifically agreed in writing by the Seller the Buyer shall not be entitled to cancel the contract for any reason. In the event of the Seller agreeing to the Buyer cancelling its order the Buyer shall be liable to pay a cancellation fee to the Seller equal to the costs of whatsoever nature incurred by the Seller in connection with the contract and its cancellation.

 

13.              Force Majeure

The Seller shall be under no liability for any loss whether direct or consequential loss in respect of any stoppage, delay or interruption of work or the consequences’ of any delay in full or part delivery or for any failure to deliver caused by strikes, lock-outs, trade disputes, breakdowns, accidents, transport delays, shortage of materials, acts of God or the Queen’s enemies or any cause whatsoever beyond the control of the Seller. In such case, the Seller may, by notice in writing stating the cause, wholly or partially suspend deliveries and the duration of such suspension shall be added to any delivery date or period herein specified. If the cause of such suspension lasts for more than three months either party shall upon written notice to the other be entitled to treat the contract as terminated whereupon the Seller shall have no further liability to the Buyer and the Buyer shall pay for all Goods delivered, work executed and expenses incurred in connection with the contract to the date of the occurrence which caused the suspension.

 

14.              Payment

Where credit terms are agreed the Buyer shall make payment in full within 30 days from the date of invoice unless otherwise agreed with such payments to be made without set off or counterclaim. The invoices shall bear from their maturity and without formal notice being given, interest at a rate of 4% higher than the Barclays Bank plc Base Rate for the time being in force. In the event of the Buyer failing to pay on time any sum due, the Seller shall be entitled to demand immediate payment of all sums payable in respect of Goods supplied or Services performed. The Buyer shall not have the right to postpone or delay payment by reason of any alleged breach of contract on the part of the Seller.

 

15.              Quality Assurance

Whilst every reasonable endeavour is made to supply material from sources which are certified as meeting relevant quality assurance standards, this cannot be guaranteed.

 

16.              Patents

The Buyer shall indemnify the Seller against all actions, costs including the cost of defending any legal proceedings, claims, proceedings, accounts and damages in respect of any infringement of any patent, registered design, unregistered design, design right, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Seller with the Buyer’s instructions, whether express or implied.

 

17.              Indemnity

The Buyer agrees upon demand to indemnify the Seller against all losses, damages, injury, costs and expenses of whatever nature suffered by the Seller to the extent that the same are caused or related to

17.1            designs, drawings or specifications given to the Seller by the Buyer in respect of the Goods and/or Services.

17.2              defective materials or products supplied by the Buyer to the Seller and incorporated by the Seller in the Goods, or

17.3            the improper incorporation, assembly, use, processing, storage or handling of Goods by the Buyer.

 

18.              Non-standard Orders

Where the Buyer orders Goods or materials of type, size or quality not normally produced by the Seller or Services not normally performed by the Seller, the Seller will use all reasonable endeavours to execute the order, but if it proves impossible, impracticable or uneconomical to carry out or complete the order, the Seller reserves the right to cancel the contract or the uncompleted balance of it, in which event the Buyer will only be liable to pay for the part of it actually delivered or performed.

 

19.              Patterns, Dies, Tools, Drawings and Equipment

19.1            Where the Buyer supplies patterns, dies, tools, drawings or equipment, the Seller shall be entitled to assume that the same are in good condition, true to drawing and entirely suitable to the Seller’s methods of production of the Goods in the quantities required.

19.2            While the Supplier uses all reasonable endeavours to verify patterns, dies, tools, drawings and equipment supplied by the Buyer no responsibility is accepted by the Seller for their accuracy.

19.3            All replacements, alterations and repairs to the Buyer’s patterns, dies, tools, drawings and equipment shall be paid for by the Buyer.

19.4            Where the patterns, dies, tools, drawings and equipment are not supplied by the Buyer only those which are specially made by the Seller and separately charged to the Buyer in full, shall, when paid for by the Buyer, become the property of the Buyer.

19.5            Carriage on patterns, dies, tools, drawings and equipment supplied by the Buyer will be paid by the Seller in one direction only.

19.6            The Seller will take all reasonable care of the Buyer’s patterns, dies, tools, drawings and equipment while in the Seller’s possession, but does not accept liability for loss or damage thereto, however arising, except where neglect on the part of the Seller or its agents was the direct cause of loss or damage and in those circumstances the Seller’s liability shall be limited to the actual cost of replacement or repair to the exclusion of all other expenses, consequential losses, loss of profits and other expenses, liabilities and losses however arising.

19.7            The Seller reserves the right to destroy or otherwise dispose of patterns, dies, tools, drawings and equipment in their possession or custody (whether or not the property of the Buyer) from which the Buyer has not required Goods to be made for a period of 12 months or more in the case of patterns, and three years or more in all other cases.

20.              Assignment and Subcontracting

20.1            None of the rights or obligations of the Buyer under the contract may be assigned or transferred in whole or in part without the prior written consent of the Seller.

20.2            The Seller shall be entitled to subcontract any work relating to the contract without obtaining the consent of, or giving notice to the Buyer.

 

21.              Health and Safety

The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Seller (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of , and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above. For these purposes the Buyer is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.

 

22.              Notices

22.1            Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission.

22.2            Any notice or document shall be deemed served, if delivered, at the time of delivery, if posted. 48 hours after posting, and if sent by facsimile transmission, at the time of transmission.

 

23.              Invalidity

The invalidity, illegality or unforceability of any provision of these conditions should not affect the other conditions.

 

24.              Proper Law

This contract shall be interpreted exclusively according to the law of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.