Terms & Conditions
CONDITIONS OF SALE
"The Supplier" means M & M Alloys Ltd.
"The Customer" means any company, firm or individual contracting with the Supplier.
"Goods" means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms;
"Contract" means the contract for the sale and purchase of the Goods;
"Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
"Terms" means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and the Supplier;
- CONTRACT TERMS AND CONDITIONS
- Unless otherwise agreed in writing signed by a Director or the Company Secretary on behalf of the Supplier, the Supplier shall sell and the Customer shall; buy the Goods subject to these Terms which shall govern the Contract to the exclusion of any other terms including (without prejudice to the generality of the foregoing) the Customer 's own terms and conditions (if any).
- Any Quotation of the Supplier is an invitation to treat and not a contractual offer. No Order placed by the Customer following receipt of the Supplier 's Quotation or otherwise shall be binding upon the Supplier unless and until it is (subject to the provision of clause 5(a) below) accepted in writing by the Supplier or by delivery of the whole or part of the goods ordered by the Supplier.
- The Supplier reserves the right to correct any typing or clerical or any other bona fide error whatsoever appearing herein or on the face hereof without any liability on the part of the Supplier.
- Details given in the Supplier's Catalogues illustrations and printed matter are subject to alteration at any time without notice and, accordingly, are provided for general information only.
- No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Supplier.
- The Supplier 's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
- Any advice or recommendation given by the Supplier or its employees or agents to the Customer its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Supplier is followed or acted upon entirely at the Customer 's own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
- Unless the Supplier shall expressly notify the Customer that this Quotation has been cancelled, the same shall remain open for the Customer to place an Order with the Supplier for a period of 30 days from the date stated on the face hereof.
- The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Supplier any necessary information relating to the Goods within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
- The quantity, quality and description of the Goods and any specification for them shall be as set out in the Supplier 's quotation or the Customer 's order as the case may be.
- If the Goods are to be manufactured or any process is to be applied to the Goods by the Supplier in accordance with a specification submitted by the Customer, the Customer shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Supplier 's use of the Customer 's specification.
- The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory requirements or, where the Goods are to be supplied to the Supplier 's specification, which do not materially affect their quality or performance.
- Unless otherwise expressly stated on the face hereof all prices quoted are
- ex works – packaging and delivery (if required) will be charged additionally – and,
- exclusive of Value Added Tax, which (if applicable) will be charged additionally. Where no price is quoted (or such price is no longer valid) the price shall be such price as is listed in the Suppliers published price list current at the date of acceptance of the Customer 's order.
- All prices quoted are based upon costs being incurred at the date hereof. Unless otherwise agreed in writing the Supplier reserves the right to vary the quoted prices and to invoice at prices ruling at the date of despatch.
- Any acceptance of an Order placed by the Customer shall be subject to the approval of the Supplier 's credit department.
- Unless otherwise expressly agreed in writing and subject to the provisions of clause 6 (c) below, all goods will be invoiced on despatch. Payment is to made on the basis of net cash, within 30 days from the date of the invoice. In any case where goods are despatched in instalments each instalment of the same shall be duly paid for within 30 days of the invoice date as herein-before provided and each such instalment shall be considered a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.(The Customer 's attention is drawn to the fact that ledger accounts will be opened for new customers on furnishing satisfactory trade references.)
- The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
- If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier, the Supplier may:
- cancel the contract or suspend any further deliveries to the Customer;
- appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
- charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above Natwest Bank 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) such interest to accrue daily and be compounded weekly.
- DELIVERY AND PROPERTY
- Delivery of the Goods shall be made by the Customer collecting the Goods at the Suppliers premises at any time after the Supplier has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Supplier, by the Supplier delivering the Goods to that place. Any time for despatch of goods stated herein (or contained in the Customer 's Order) shall be an estimated time within which the Supplier will endeavour to despatch the same but the Supplier does not guarantee so to do and accepts no liability in respect of any loss which the Customer may sustain in the event of the Supplier 's failure so to do. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered in advance of the quoted delivery date on giving reasonable notice to the Customer.
- Any such time for despatch shall in the case of a stated number of days/weeks/months be calculated from the date of actual receipt by the Supplier of the Customer 's written Order.
- Should any necessary forwarding instructions be withheld when goods are ready and due for despatch or should despatch be delayed at the customer 's request then (a) the Supplier shall if its storage facilities permit store the goods and take all reasonable steps to prevent their deterioration until their actual despatch and the Customer shall be liable to the Supplier for the reasonable cost (including insurance) of its so doing. (This provision shall be without prejudice to any other rights of the Supplier to claim damages for breach of contract); and (b) the Supplier shall be entitled to render an invoice for goods immediately they are ready and due for despatch and the Customer shall make full payment for those invoiced out goods as if the same had actually been despatched on the invoice date.
- Where delivery of the Goods is to be made by the Supplier in bulk, the Supplier reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
- If the Supplier fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Supplier 's reasonable control or the Customer 's fault, and the Supplier is accordingly liable to the Customer, the Supplier 's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
- The goods shall remain the property of the Supplier until such time as the Customer has paid the full invoiced price thereof. Risk or damage to or loss of the goods shall pass to the Customer at the time when the Supplier notifies the Customer that the Goods are available for collection (in cases where the Goods are to be delivered at the Supplier 's premises) or otherwise at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier tenders delivery of the Goods After the goods shall have been delivered to the Customer and so long as the Supplier has not been paid the said full invoiced price therefore the Customer shall (i) hold the goods as bailee and return the same to the Supplier on demand (although the Customer shall have no right of his own volition to return the goods or any part thereof to the Supplier) and the Supplier shall be entitled immediately upon or after the making of such said demand to enter upon any premises of the Customer (with such transport and/or machinery as the Supplier shall deem appropriate) in order to repossess the whole or any part of the said goods; and (ii) unless and until the goods or any part thereof are utilised in one of the hereinafter duly authorised ways properly store the same (or such part thereof as has not been so utilised) separately from the goods of any third party in such a manner that it is apparent that they are the property of the Supplier. The Customer may sell the goods (or any part thereof) in the ordinary course of business so as to pass good title to the purchaser in which event the Customer shall immediately notify the Supplier of the fact of the said sale (giving full details of the goods or such part thereof as have been sold, the identity of the purchaser, the sale price and the date when payment is due to be made by the said purchaser) and the Supplier shall be entitled to notify the said purchaser that the said sale price is to be paid directly to the Supplier. The Customer may utilise the goods (or any part thereof) in any manufacturing process in the ordinary course of his business.
After the Supplier shall have accepted the Customer 's Order, the Customer shall not be entitled to cancel the contract (or any part or parts thereof) without the written concurrence of the Supplier which will be given only upon the Customer 's undertaking forthwith to pay (i) the fair and reasonable cost of any and all work actually carried out by the Supplier prior to the date of such cancellation (including material costs) and (ii) the amount of profit which the Supplier might reasonably anticipate would have been earned but for that said cancellation.
- The Supplier warrants that the goods sold are of satisfactory quality and will correspond with their specification (if any) at the time of their delivery and that good title thereto is conveyed but gives no other warranty and/or undertaking whatsoever. In the case of any goods not of the Supplier 's manufacture then the Customer shall be entitled only to the benefit of any such warranty as the Supplier may receive from the manufacturer.
- Due to the wide variety and severity of conditions of use over which the Supplier has no control, the Supplier does not warrant that the goods are fit for the Customer 's particular use or purpose.
- The Supplier shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer.
- The Supplier shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
- A claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Supplier accordingly, the Customer shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
- Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Supplier in accordance with these Terms, the Supplier may replace the Goods (or the part in question) free of charge or, at the Supplier 's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), in which case the Supplier shall have no further liability to the Customer.
- Except in respect of death or personal injury caused by the Supplier 's negligence, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
- The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier 's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Supplier 's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Supplier's reasonable control:
- Act of God, explosion, flood, tempest, fire, accident or terrorism;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
- INSOLVENCY OF BUYER
- This clause 9 applies if:
- the Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
- the Customer ceases, or threatens to cease, to carry on business; or
- the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
- If this clause applies then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- EXPORT TERMS
- Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.
- Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Customer and the Supplier) apply notwithstanding any other provision of these Terms.
- The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
- Unless otherwise agreed in Writing between the Customer and the Supplier, the Goods shall be delivered fob the air or sea port of shipment and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
- The Customer shall be responsible for arranging for testing and inspection of the Goods at the Supplier 's premises before shipment. The Supplier shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
- Payment of all amounts due to the Supplier shall be made by irrevocable letter of credit opened by the Customer in favour of the Supplier and confirmed by a bank in England acceptable to the Supplier or, if the Supplier has agreed in Writing on or before acceptance of the Customer 's order to waive this requirement, by acceptance by the Customer and delivery to the Supplier of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Supplier at such branch of Barclays Bank Plc in England as may be specified in the bill of exchange.
- A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
- The Contract shall be governed by the laws of England, and the Customer agrees to submit to the non-exclusive jurisdiction of the English courts.