FASTLINE STEEL SERVICES UK Ltd. TERMS AND CONDITIONS OF SALE
Formation of Contract
Any order sent to the Seller by the Buyer shall be accepted entirely at the discretion of the Seller, and, if so accepted, will only be accepted upon these Conditions. Each order which is so accepted shall constitute an individually legally binding contract between the Seller and the Buyer which shall incorporate the Conditions and such contract is hereinafter referred to as an ‘Order’. These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Buyer, and no addition, alteration or substitution of these terms will bind the Seller or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Seller’s behalf.
Specification and Information
The Buyer shall be responsible to the Seller for ensuring the accuracy and specification of the terms of an Order. No other specification shall form part of or be incorporated by reference into the Order other than those (if any) that are expressly listed or set out on the face of the Order. The Buyer is responsible for ensuring that all relevant information as to the proposed use of the goods is made available both to the Seller and where applicable, the end user.
Where drawings are provided by Fastline, the Buyer is responsible for ensuring all required legislation, guidelines and structural requirements are met via the drawing approval process. Structural calculations are not carried out as standard by Fastline and are to be obtained, if required, by the Buyer. The Buyer assumes responsibility of the goods by the approval/acceptance of the drawing(s) as issued. Any requirements which deviate from the drawing(s) must be clarified prior to approving drawings.
The buyer is responsible for ensuring any system or product supplied does not infringe on any existing registered design, copyright, patent or trade mark. Goods supplied are on the understanding that any such infringement has been indemnified and/or approved as required prior to order. The buyer is to indemnify he supplier against any associated costs that may arise from such infringement relating to or arising from the above.
The Buyer shall be deemed to have accepted all goods upon their delivery by the Seller to the address specified in the Order.
Delivery and Risk
Unless otherwise stated in the Order, delivery costs are itemised and constitutes the value of a single (not part) delivery. The Seller reserves the right to make additional charges to cover any increase in transport costs occurring before the date of delivery or in respect of delivery to an address other than the address specified in the Order. Specific times for deliveries cannot be guaranteed and the Seller’s policy is to not propose a time of day for deliveries. Any time or date for delivery given by the Seller is given in good faith but is an estimate only and may be subject to change. The seller is not liable/ subject to any costs or charges which may result from late or unscheduled deliveries. Risk in the goods shall pass to the Buyer upon delivery.
Where delivery is delayed by the Buyer, the Seller will store materials for a maximum of 1 month. Following this period, the Seller reserves the right to invoice for the goods. If the goods are unclaimed in a further 5 months, the Seller will notify the Buyer to arrange delivery. After this period, if the Buyer cannot take delivery, the Seller can look to dispose of the goods in a suitable manner. The seller will not be held responsible for any damage which may occur in this period whilst goods are held.
Title and Payment
The Seller warrants that the Seller has good title to the goods. Unless otherwise stated in the Order, payment or the price of the goods comprised in each consignment delivered pursuant to an Order shall become due at the end of the month following the month in which that consignment is delivered and time for payment shall be of the essence. The Seller reserves the right, by giving written notice to the Buyer at any time before delivery to increase the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
If the Buyer fails to make any payment on the due dates then, without limiting any other right or remedy available to the Seller, the Seller may:
cancel the Order or suspend any further deliveries to the Buyer; appropriate any payment made by the Buyer to such of the goods (or the goods supplied under any other order or contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above Bank of England base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and the Seller reserves the right to claim interest under the Late Payments of Commercial Debts (Interest) Act 1998.
All payments (whether pursuant to an invoice issued by the Seller or otherwise) due or payable to the Seller under an Order shall be payable immediately by the Buyer upon the Order being terminated and/or upon the Seller’s request despite any other provision. The Seller hereby reserves the right to recharge the Buyer for the costs incurred in connection with the Seller’s efforts to collect any outstanding payments including without limitation any costs incurred by the Seller in connection with any third party debt collection agency. No payments by the Buyer shall be deemed to have been received until the Seller has received cleared funds.
The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Until such time as title in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and shall keep the goods separate and/or identifiable from those of the Buyer and third parties and properly stored and identifiable as the Seller’s property. Until such time as title in the goods passes to the Buyer, the Seller may at any time require the Buyer to deliver up the goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the goods are and repossess the goods. Until such time as title in the goods passes to the Buyer, the Buyer shall not be entitled to pledge or any way charge by way of security for any indebtedness any of the goods, but if the Buyer does so all monies owing to the Seller shall (without limiting any other right or remedy or the Seller) forthwith become due and payable.
If the Buyer fails to take delivery of the goods comprised in a consignment or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price stated in the Order or charge the Buyer for any shortfall below the price stated in the Order.
Damage in Transit
The Seller will replace free of charge any goods proved to the Seller’s satisfaction to have been damaged in transit provided that within 24 hours after delivery both the Seller and the carriers have received from the purchaser notification in writing and where possible a photographic record of the occurrence of the damage and also, if and so far as practicable, of its nature and extent.
The Seller shall not be under any liability for any failure to perform any of its obligations under the Order due to force majeure. Following notification by the Seller to the Buyer of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this condition, ‘force majeure’ means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
Limitation of Liability
In no circumstances shall the Seller be liable to Buyer (or any third party) in contract, tort, (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, revenue, business, contract, revenues, wasted expenditure or anticipated savings, or (ii) for any special indirect incidental or consequential damage of any nature whatsoever. The Seller has no liability to the Buyer in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever arising.
Where materials are not supplied to the detail or standard as proposed by the Seller (including quality, damage or specification), the Buyer is to inform the Seller within 24 hours. The Seller will have the chance to remedy the goods; the Buyer is not permitted to carry out works to the goods and look to recoup costs unless agreed in writing with the Seller.
Each right or remedy of the Seller under the Order is without prejudice to any other right or remedy of the Seller whether under the, Order or not. If any provision of the Order is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Order and the remainder of such provision shall continue in full force and effect. Failure or delay by the Seller in enforcing or partially enforcing any provision of the Order shall not be construed as a waiver of any of its rights under the Order. Any waiver by the Seller of any breach of, or any default under, any provision of the Order by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Order.
The parties to the Order do not intend that any term of the Order shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
The Order shall be considered a contract made in England and shall be governed in all respects by the Law of England and the parties agree to submit to the non-exclusive jurisdiction of the English courts.