ARGENT STEEL LIMITED - CONDITIONS OF SALE - 2019

In these Conditions, “the Company” shall mean ARGENT STEEL LIMITED.

All quotations are submitted and all orders are accepted subject to the following conditions:-

1. These conditions form part of the Company’s acceptance of order (whether such acceptance is written or oral) and the Contract between the Company and the Buyer of the goods to be supplied and they supersede all Conditions of Order or other Conditions unless agreed by the Company in writing. No amendment or change shall be made to these Conditions except by agreement in writing signed by an authorised officer of the Company 
2. The Company will endeavour to deliver the goods at the time(s) requested by the Buyer but dates or periods for delivery stated in the quotation or other Contract document are only approximate and are not essential terms.   The Company shall not be liable for any loss howsoever arising from:-

• delay in delivery of any goods to be supplied by the Company.
• non-delivery of any goods to be supplied by the Company where materials specified for the goods are not obtained by the Company at a reasonable price or within a reasonable time.

3. Delivery of the goods shall take place at the place specified in this quotation or otherwise as the Company and the Buyer may agree or if no place for delivery is so specified or agreed at the Company’s factory. The Company may charge for extra carriage costs resulting from the Buyers request for alteration in place of delivery agreed by the Company.   The risk in the goods shall upon delivery pass to the Buyer.
4. The ownership of the goods sold shall not pass to the Buyer until the purchase price has been paid in full and the Buyer shall permit the Agents or Servants of the Company to enter on the Buyer’s premises to repossess goods at any time prior thereto.
5. The Company must be notified in writing by the Buyer within 21 days of receipt of the advice note or invoice if the goods covered by the advice note or invoice have not been delivered or within 3 days of delivery if superficial damage, pilferage or shortage is revealed upon receipt of the goods failing which the Company accepts no responsibility for damage or loss howsoever arising.
6. In all cases where a Contract provides for delivery of goods by instalments or part delivery of each instalment or part delivery shall be deemed to be a separate Contract and payment will be due in respect of each instalment or part delivery when that instalment or part delivery is made. Cancellation of any one instalment or part delivery shall not avoid or affect Contracts as to other instalments or part deliveries.
7. The Buyer shall not be entitled to withhold payment or any amount payable under any Contract due to the Company because of any disputed claim by the Buyer in respect of any faulty goods or any other alleged breach of Contract nor shall the Buyer be entitled to set-off against any amount payable under any Contract to the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.
8. The Company shall not be liable for loss of profit, damage to plant or for any expenditure incurred in respect of goods supplied or any consequential loss or damage sustained by the Buyer by reason of any breach of Contract by the Company.
9. The Company shall not be liable for any defect in quality or state of goods supplied unless:-

• such defects result from the Company’s faulty workmanship or from the use of faulty materials by the Company, and
• such defects shall have been discovered within six months from the delivery of the goods as aforesaid, and
• the Buyer shall have given to the Company forthwith upon such discovery, written notice specifying the matters complained of and shall thereafter afford the Company a reasonable opportunity of inspecting the goods in their alleged defective state (if the Company so requires) the Buyer shall return the defective goods to the Company’s factory.

If the Company shall supply defective goods as aforesaid under sub-paragraph  a)  of this paragraph and if the Buyer shall have complied with its  obligations under this paragraph then, if the Company and the Buyer do not agree that the Buyer should accept the goods at an agreed value, the Company   undertakes as its option either:-

     (i)      to accept a return of such part of the goods as are defective under sub-paragraph  a)  of this paragraph and to credit the Buyer without prejudice with the invoice price thereof; or

     (ii)      to accept a return of such part of the goods as are defective under sub-paragraph  a)  of this paragraph and to replace them within a reasonable time

10.

• Unless prices have been expressly agreed by the Company, the price payable by the Buyer shall be the Company’s price prevailing at the date of despatch of each delivery.  Prices are subject to a delivery charge and where appropriate to charges for testing, inspection and certification.
• Packaging materials are charged to the Buyer at the Company’s discretion.
• Irrespective of prices being fixed or variable, the Company reserves the right to add surcharges such as for alloy or scrap content or any other factor as imposed by a materials supplier and with immediate effect wherever a charge is made.   The Company also reserves the right to add cost increases due to legislation relating to imports such as currency exchange rates and import controls.
• All prices are subject to the addition of V.A.T.

11. The Company will endeavour to supply goods to suit the specifications given by the Buyer but the Company does not warrant that the goods so supplied will be suitable for the purposes for which they are required by the Buyer and in particular where goods are made or adapted to the special order of the Buyer the Company shall not be liable for the suitability of such goods for the purpose or purposes for which those goods are made or adapted.
12. Payment is due by the end of the month following the month of despatch. The Company reserves the statutory right to claim interest and compensation for debt recovery costs under the Commercial Debt Regulations (August 2002) if we are not paid according to our credit terms.
13. The Company may at its option cancel or withhold all further deliveries under any Contract in the event of default by the Buyer for making any payment due hereunder or in the event that the Buyer being a person shall become bankrupt, or being a Company, shall enter into liquidation or, in either case shall enter into arrangement or composition with its or his creditors.
14. The Buyer, by placing an order for goods to be made in accordance with drawings or designs supplied by the Buyer warrants to and assures the Company that the goods so ordered do not in whole or any part infringe any industrial property rights of a third party and the Buyer agrees to indemnify and keep indemnified the Company from and against all claims, damages, expenses and costs of whatever nature which the Company may incur or sustain by reason of any person rightly or wrongfully claiming such goods manufactured by the Company or any machine vehicle or apparatus in which they are incorporated or any such use of such goods or is an infringement of any industrial property rights.
15. Where components are supplied to the Company free of charge by or on behalf of the Buyer for incorporation by the Company by bonding or otherwise with any parts to be manufactured by the Company such components are supplied at the Buyer’s risk. The Company shall take reasonable care to avoid damage to any such components in the Company’s possession and subject thereto the Company cannot accept any liability for any such damage nor can the Company accept liability for any costs or losses attributable to defects in such components after despatch from the Company’s works.   The Buyer shall reimburse the Company for any loss, costs of expenses incurred by it when carrying out any operation or on with any such components which are incorrect or defective.
16. Materials offered from stock are subject to prior sale.
17. Where a standard exists, goods will be supplied within the tolerances and allowances stated in the current British and European standard for the appropriate product unless it has been expressly agreed otherwise in writing by the Buyer.

Any condition, warranty or undertaking as to the fitness or suitability of the goods for any purpose known by the Company or which may be implied by Custom of the Trade or by statute or otherwise is hereby excluded and any statement in a British or European standard as to suitability of the goods for any purpose shall give rise to no legal liability on the part of the Company.

18. The terms of these Conditions and any Contract entered into upon the terms hereof shall be construed in accordance with the laws of England and the Courts of England shall have exclusive jurisdiction with regard to any dispute arising there under.