1.1 In these Terms of sale:
“Associated Company” means subsidiary or holding company as defined in Section 1159 of the Companies Act 2006 or a subsidiary of such holding company, or any company over which control is exerted as defined in Section 416 of the Income and Corporation Taxes Act 1988
“Authorised Representative” means a person empowered by Steelroll to represent it;
“Contract” means the contract for the supply of Goods and/or Services made by Us with You incorporating the Terms;
“Goods” means the goods to be supplied by Steelroll under the Contract;
“Insolvent” means unable to pay its debts within the meanings of Section 123 (Company) or Section 268 (Individual) of the Insolvency Act 1986, or ceasing to pay debts in the ordinary course of business, or being unable to pay debts as they become due, or ceasing or threatening to cease to carry on business
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“in writing” means any written communication, including faxes and emails;
“Parties” means Steelroll and the Client;
“Services” means the services to be supplied by Steelroll under the Contract;
“Supplies” means any products or goods supplied by or on behalf of You in respect of which Services are to be (or have been) performed by Us;
“Terms” means these terms, including any later modification, and any special terms conditions agreed between the Company and the Client;
“We”, “Us”, “Our”, “the Company” means Steelroll, of Unit 12 Artillery Business Park, Garrison Avenue, Park Hall, Oswestry, Shropshire, SY11 4AD, registered in England and Wales No. 5212026;
“Working Day” means Monday – Friday except for any day that is a statutory bank holiday in England;
“You”, “Client” means the party, their employees and agents seeking to purchase Goods from Us pursuant to a Contract and “Your” shall be interpreted accordingly.
These Terms do not apply if you are a consumer i.e. any natural person acting for purposes outside his/her trade, business or profession. Health and safety information about the use of the goods is available and it is your responsibility to bring this to the attention of the user of the goods.
1.2 These Terms shall be interpreted according to the following provisions:
1.2.1 a person includes a natural person, corporate or unincorporated body;
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.2.4 any phrase introduced by these Terms including any similar expression shall be construed as illustrative and shall not limit the sense of any words preceding where these Terms are used in this document.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. THE CONTRACT
2.1 Orders shall be deemed to be accepted only by written acceptance of the Authorised Representative.
2.2 The Contract constitutes the entire agreement between the parties, and supersedes any prior agreement, written or verbal, between Steelroll and the Client.
2.3 Client acceptance of delivery of the Goods shall constitute full acceptance of these Terms.
2.4 Quotations should not be considered as an offer to contract, and may be withdrawn or revised at will before formally accepting an order.
2.5 Steelroll acceptance of any order shall become effective only at the time the order acknowledgement is received by the Client. The order acknowledgement shall state the exact quantity and description of the Product to be delivered. Steelroll shall not be liable for any misrepresentation.
2.6 Steelroll shall not be bound by or liable for any product description or company literature.
2.7 Any claim for damages under Conditions 2.5 and/or 2.6 is subject to Condition 10.
2.8 You shall be responsible to Us for ensuring the accuracy and completeness of any order including quantities, any delivery dates and applicable design, drawing dimensions, measurements, weights or specification provided by You and for giving Us any necessary information relating to the Goods or Services within a sufficient time to enable Us to perform the Contract in accordance with its Terms. If You fail to notify Us in respect of any error within forty eight hours of receipt of the order specification, We accept no responsibility for any losses or delays incurred by You. We may make changes to the specification of the Goods or Services necessary to conform to any applicable statutory, regulatory or EU requirements or where Goods or Services are supplied to Our specifications which do not materially affect their quality or performance.
2.9 Any extension, amendment or cancellation to the Contract will only be valid if made by an Authorised Representative in writing. Client shall indemnify Steelroll of any loss or expenses incurred as a consequence of such extension, amendment or cancellation.
2.10 These Terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 Prices and quotations are exclusive of VAT, which will be charged at the rate in use in the UK when they are issued, and delivery cost.
3.2 Steelroll reserves the right to adjust the price of the Product before delivery or performance to reflect any increase in tax or cost of goods sold.
4.1 The Goods must be paid in full prior to delivery and the Services prior to performance, unless credit terms have been agreed in writing, in which case invoices are issued upon delivery and/or performance, and payment is due within 30 days from the day of the invoice.
4.2 Provision of the Product may be suspended until any amount overdue is paid in full.
4.3 Credit conditions may be reviewed at all times at Our sole discretion. If the Client credit ratings become unsatisfactory, Steelroll reserves the right to refuse any order or Contract, or to request full or partial payment prior to delivery and/or performance, or to request Client to provide security, without any prior notice needed.
4.4 Any credit allegedly claimed by the Client may not be used to offset payment due to Steelroll under no circumstances.
4.5 Failure to pay Steelroll when payments become due may result in:
4.5.1 legal action to be brought against the Client,
4.5.2 interest to be charged at 4% over the base rate for the time being of NatWest Bank plc, from the date payment is due until payment in full is received by Us,
4.5.3 immediate return of all Goods sold to the Client to which Steelroll still has title, at the Client’s own expense
4.6 Steelroll has a general lien on all Client’s property, including that in possession of the Company even if paid in full, that may be used to offset any monies owed by the Client to Steelroll.
5.1 Delivery of Goods is EXW (Incoterms 2010), unless otherwise agreed. Client shall be responsible for all costs associated with shipping and unloading. If Goods are to be collected by the Client, delivery will be completed when Goods are loaded; If Steelroll delivers the Goods, delivery will be completed when Goods are unloaded at the Customer’s premises.
5.2 Delivery date and time are to be considered as estimates only, and can be changed at Our sole discretion. Steelroll declines any responsibility for late delivery or late performance, in which case the Client will have no right to claim a refund or to cancel the order. In case of deliveries made over multiple instalments, any claim which You may have in respect of one instalment shall not affect Your liability in respect of any other instalment.
5.3 Steelroll reserves the right to refuse to deliver the Product to sites considered to be unsuitable by the handler/hauler, in which case Condition 5.4 will apply.
5.4 It is Client’s responsibility to accept delivery and provide proper instructions and access to its premises, failure to do so will not exempt Customer from paying the invoice. For Goods, if collection is not made and/or delivery not accepted within 20 days of the date of the invoice, Steelroll reserves the right to resell the Goods or otherwise dispose of them, charging the Client for any expense the Company may incur in this process.
5.5 Unless otherwise agreed the unloading of the Goods or Supplies is Your responsibility. If required to assist or provide unloading facilities or equipment, We will apply an extra charge.
5.6 Steelroll shall not be responsible for any losses, damages, costs and expenses incurred as a result of loading, unloading or delivering in accordance with Client’s instructions.
6.1 You shall inspect the Goods or Supplies at the place and time of loading (if collected by You) or unloading (if delivered by Us) but nothing in these Terms shall authorise You to break packaging and/or unpack Goods or Supplies which are intended to be stored before use (such inspection hereinafter referred to as “Reasonable Inspection”).
6.2 Any claim for loss or damage in transit, short delivery or failure to conform to the Contract receipt of the shall be made within 3 days of the date of the receipt note, after which , the Goods or Supplies will be deemed to have been delivered in accordance with the delivery documents and You shall not be entitled to reject the Goods or Supplies or to claim a refund.
6.3 Our liability for loss or damage in transit or short delivery apparent on Reasonable Inspection is limited to supplying the Goods or Supplies as ordered and We shall not be liable for any damages whatsoever. You remain liable to pay the full invoice price of other Goods or Supplies delivered in accordance with the Contract. Any other claim for damages is subject to Condition 10.
7.1 If Steelroll is requested to install the Goods then, installation at the Delivery Address will performed as soon as reasonably possible after the delivery by Steelroll Personnel, who shall be granted full and free access to the Delivery Address and free availability of all necessary utilities and services for the purpose of installing the Goods. The Client is to obtain all permits and authorisations that may be necessary.
8. TITLE AND RISK
8.1 Risk in the Goods shall pass to the Client when the Goods are delivered. The title to Goods supplied shall remain with Steelroll until payment for the Goods and any other sums outstanding is made to Us.
8.2 Until the time title passes from Us to You:
8.2.1 You shall hold the Goods as Our fiduciary agent and bailer;
8.2.2 the Goods shall be stored separately from any other Goods and readily identifiable as Ours and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods;
8.2.3 You will notify Your customer that We remain the legal owners of the Goods until title passes in accordance with Condition 8.1;
8.2.4 You may sell the Goods as principal if such sale being is made in the ordinary course of Your business and at full market value, in which case the entire proceeds of the sale shall be held in trust for Steelroll if they cannot be paid to Us immediately, shall not be mixed with any other monies and shall at all times be identifiable as Our money;
8.2.5 If Goods are manipulated to, incorporated into or converted to New Goods, title to the New Goods shall remain with Us until title passes in accordance with Condition 8.1;
8.2.6 You will at Our request and at Your expense assign to Us all rights You may have against Your customer.
8.2.7 Steelroll may require the Goods to be delivered back to Us, or to retake possession of the Goods, in full or partially, and enter Your premises for that purpose (or authorise others to do so) which You hereby authorise.
8.2.8 You will at Our request and at Your expense assign to Us all rights You may have against Your customer.
8.3 Any property of Yours in Our possession or under Our control and all property supplied to Us by or on behalf of You (including Supplies) is held by Us at Your risk.
8.4 Until the title passes to the Client, the Client shall store the Goods and insure them for their full value.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in or arising out of or in connection with the Goods or Services shall be owned by Steelroll.
9.2 Client may be able to use third party Intellectual Property Rights only upon condition that Steelroll obtains the appropriate licences from the IP owner.
9.3 We reserve the copyright in all Our drawings, sketches, plans, prints and other documents or data. No reproduction thereof shall be made without Our permission and neither the drawings nor reproductions thereof shall be transferred to a third party without Our permission.
9.4 No trade mark or name carried on the Goods may be erased or replaced without Our consent.
10.1 Nothing in these Terms shall be construed to exclude or restrict liability for death or personal injury, if caused by Steelroll’s negligence or fraudulent misrepresentation or any other liability what cannot be excluded or restricted by law.
10.2 With the exception of clause 10.1, Steelroll’s liability is excluded in contract, tort, misrepresentation, losses and damages, including but not limited to:
10.2.1 loss or damage incurred by You as a result of third party claims;
10.2.2 loss of actual or anticipated profits;
10.2.3 loss of business opportunity;
10.2.4 loss of anticipated savings;
10.2.5 loss of goodwill; and
10.2.6 any indirect, special or consequential loss or damage howsoever caused.
10.3 Steelroll’s entire liability is limited, under any circumstances, to the repair, replacement, or refund of the net amount invoiced, in the case of the Goods, and to the re-performance, in the case of Services.
10.4 In the sale of Goods, We warrant that:
10.4.1 Steelroll has legal title to sell the Goods;
10.4.2 Goods will be substantially free from defects in materials and workmanship; and
10.4.3 Goods will comply with their specification.
10.5 In the provision of Services, We warrant that they will be performed with reasonable skill and care.
10.6 Steelroll’s liability under the Contract is excluded:
10.6.1 for defect in the Goods or failure in the provision of the Services apparent upon Reasonable Inspection under Condition 6.1, unless such fault is communicated to Us in accordance with Condition 6.2;
10.6.2 unless a defect in the Goods or failure in the provision of the Services other than is covered by Condition 10.7.1 is discovered within 24 months of the date of delivery of the Goods or failure in the provision of the Services and We are given written notice of such defect or failure in the provision of the Services within 15 Working Days of it being discovered;
10.6.3 unless after discovery of the defect We are given a reasonable opportunity to inspect the Goods or to review the Services before they are used fixed or in any way interfered with;
10.6.4 for wear and tear;
10.6.5 if the defect arises from Your or a third party’s negligence, mis-use, alteration or repair of the Goods or the Supplies or the Services, failure to follow British Standard or industry or Our instruction relevant to the Goods or the Supplies or the Services, storage of the Goods or the Supplies in unsuitable conditions or use of the Goods or the Supplies or the Services in abnormal working conditions.
10.7 If the Goods are not manufactured by Us or have been processed by a third party whether or not at Our or Your request Our liability in respect of any defect in or arising from the Goods will be limited to such rights against the manufacturer or the third party as We may have in respect of those Goods.
10.8 If the Goods are supplied manufactured or processed or the Services are performed to a drawing, design, measurement, calculation or specification of Yours or as approved by You or any third person nominating or specifying the Goods whether as provided in Condition 6.4 or otherwise then:
10.8.1 subject to Condition 10.1, We shall not be liable for any defect in such Goods or the performance of Services except in the event of:
a) misrepresentation where the representation was made or confirmed in writing by Us;
b) non-compliance with such drawing, design, measurement, calculation or specification; or
c) breach of a separate written warranty signed by Us that the Goods or the Supplies are fit for a particular purpose.
10.8.2 You will unconditionally fully and effectively indemnify Us against all losses, damages, costs on an indemnity basis and expenses awarded against or incurred by Us in connection with or paid or agreed to be paid by Us in settlement of any claim for infringement of any intellectual property rights of any other person.
10.9 If the Goods are supplied or the Services are performed to a drawing, design, measurement, calculation or specification provided in writing by Us then subject to Condition 10.1 We shall not be liable except in the proportion and to the extent that such damages have resulted primarily from Our breach of Contract or negligence provided that We will not be liable under this Condition 10.10 if:
10.9.1 material information is withheld concealed or misrepresented by You; and/or
10.9.2 the drawing, design, measurement, calculation or specification provided by Us is not in writing signed by one of Our Authorised Officers.
10.10 You will unconditionally fully and effectively indemnify Us against all losses, damages, penalties, costs on an indemnity basis and expenses awarded against or incurred by Us in connection with or paid or agreed to be paid by Us in settlement of any claim by any third party arising from the supply or use of the Goods or the Supplies. This indemnity will be reduced in proportion to the extent that such losses, damages, penalties, costs and expenses are due to Our negligence.
10.11 Except as expressly provided in these Terms all warranties, conditions of other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.12 Where You resell the Goods or the Supplies to a third party and the third party brings any claim against Us, You will provide all reasonable assistance to Us at Your cost to enable Us to defend the claim and You will not make any admission, negotiate or settle any claim without Our prior written consent thereto.
11.1 Confidential information such as technical or commercial know-how, specifications, inventions, processes or initiatives shall be kept in strict confidence and not divulged to third parties by the party that receives it, including its employees, agents or subcontractors (Receiving Party).
This Condition 11 shall survive termination of the Contract.
12.1 The Client shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010. Breach of this Condition shall be deemed to be a material breach of the Contract which is not capable of remedy for the purposes of Condition 13.
13. DEFAULT AND TERMINATION
13.1 In the case of:
13.1.1 Failure to pay any amount due to Steelroll or Associated Companies on the due date; or
13.1.2 credit limit withdrawn or reduced to a level below the amount then outstanding to Steelroll; or
13.1.3 Client or Associated Company becoming Insolvent; or
13.1.4 Client or Associated Company’s constitution undergo a material change; or
13.1.5 Client pledges by way of security for any of Your indebtedness any Goods for which title still remains with Us in accordance with condition 8; or
13.1.6 material breach of the Contract which is not capable of remedy, or material breach of the Contract that is capable of remedy that is not remedied within 7 Working Days after being requested to do so, then all sums outstanding between You and Us under this and any other Contract between You and any of Our Associated Companies shall become immediately due and payable, and Steelroll shall be entitled to any of the following remedy, individually or jointly, without prejudice to any other right or remedy We may have:
a) require immediate payment in cleared funds of any outstanding of Our invoices;
b) require payment in cleared funds in advance of further deliveries of Goods or performance of Services;
c) suspend or cancel any further deliveries of Goods or performance of Services to You under any Contract without liability on Our part;
d) resell any Goods ordered by You to any other person;
e) without prejudice to the generality of Condition 8 exercise any of Our rights pursuant to that Condition; and/or
f) terminate this or any other Contract with You without liability on Our part;
g) charge You interest on any sum due or overdue under these Terms at the interest rate set out in Condition 4.7;
h) require the return of the Goods in accordance with Condition 8.3.
13.2 You shall reimburse Our costs including legal costs on an indemnity basis which We incur in enforcing Our rights under the Contract including but not limited to recovery of any sums due.
14. INTERNATIONAL TRADING TERMS
14.1 The ‘Incoterms’ referred to in these Terms are the Incoterms 2010 issued by the International Chamber of Commerce.
14.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 14 shall (subject to any special terms agreed in writing between You and Us) apply notwithstanding any other provision of these Terms.
14.3 You shall be responsible for complying with any legislation or regulations, including import licences, governing the importation of the Goods into the country of destination and for the payment of any duties on them, and if required shall make licences and consents available to Us prior to the relevant shipment.
14.4 When it is agreed in writing the form of delivery to be other than EXW, the Goods shall be delivered FOB the agreed sea port of shipment for Goods delivered by sea, and FCA the agreed airport for carriage for Goods delivered by air and We shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
14.5 Where agreed and confirmed in writing by Us, payment of all amounts due to Us under any Contract shall be made by irrevocable letter of credit opened by You in Our favour and confirmed by a bank in the United Kingdom acceptable to Us.
15.1 These Terms and Condition s and each Contract shall be governed and interpreted according to the laws of England and Wales.
15.2 Any controversy arising from or in connection with these Terms and each Contract shall be submitted to the exclusive jurisdiction of the Courts of England and Wales.
15.3 Steelroll responsibility is excluded in case of force majeure for events beyond our reasonable control, including but not limited to industrial action, import or export regulations or embargoes, restraints or delays affecting carriers, difficulties in obtaining materials, parts, components, labour or fuel, power failure or breakdown in machinery. Should any such event occur We reserve the right to cancel or suspend by notice in writing all or any part of the Contract without incurring any liability and You will be liable to pay for any Goods delivered or Services performed prior to any such cancellation.
15.4 The waiver by Us of any breach or default of these Terms shall not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same or any other provision.
15.5 Any written notice to be given under these Terms shall be sent by You to Unit 12 Artillery Business Park, Garrison Avenue, Park Hall, Oswestry, Shropshire, SY11 4AD and by Us to You at Your trading address.
15.6 Nothing in these Terms or a Contract is intended to create any right to enforce any of these Terms by any third party under the Rights of Third Parties Act 1999.
15.7 Termination of a Contract shall not affect rights and obligations which have already accrued at the time of termination.
15.8 You may not assign or deal in any way with all or any part of the benefit of Your rights or benefits under a Contract.
15.9 Steelroll shall have at all time the right to assign or subcontract parts of or the full Contract.
15.10 If any Condition or part of a Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from these Terms or a Contract and will be ineffective without, as far as is possible, modifying any other Condition or part of a Contract and this will not affect any other provisions of these Terms or a Contract which will remain in full force and effect.
15.11 We require payment to terms. Payment must be made on time, in full, and without any deduction, set off or counterclaim. In the event that an account is outstanding, we reserve the right to refer the matter to our debt collection agents, Thomas Higgins, which will incur a surcharge of 15% of the debt, plus VAT at the prevailing rate. You agree that You will be legally liable to pay us that surcharge, and that payment of the same can be enforced against You in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, which interest is payable both after and before any judgment of the court and continues to accrue.