Terms & Conditions
1. Contract
1.1 These Conditions shall govern all sales of goods and services (“the Goods”) by South West Steel Supplies Ltd Industrial Supplies. South West Steel Supplies Ltd which in this document below shall include South West Steel Supplies Ltd servants, agents, assignees, or others who have been specifically approved and authorised in writing by South West Steel Supplies Ltd to the Buyer to act on behalf of South West Steel Supplies Ltd) to any buyer (“the Buyer”).
1.2 These Conditions, together with any accompanying South West Steel Supplies Ltd documentation, and any other documentation listed therein shall form the contract (“the Contract”) between the parties (together, “the Contract Documents”). Any terms or conditions of the Buyer shall be excluded unless expressly agreed by South West Steel Supplies Ltd in writing and appended to these Conditions. Purchase orders by the Buyer shall constitute offers to buy and no contract shall exist until the order has been accepted by South West Steel Supplies Ltd and such contract shall be subject to South West Steel Supplies Ltd terms and conditions herein set out. The conditions of the Buyer’s purchase order shall not form part of the Contract unless expressly agreed by South West Steel Supplies Ltd in writing. Telephone, email, fax and verbal orders accepted by South West Steel Supplies Ltd are only given under these Conditions, and to the exclusion of any other terms and conditions.
1.3 These Conditions take precedence over all and any other Contract Documents.
1.4 No variation of these Conditions shall be effective unless in writing and signed by or on behalf of both parties. Notwithstanding any variation, these Conditions shall continue to apply except insofar as they are specifically excluded in writing by South West Steel Supplies Ltd The Buyer acknowledges that there are no representations outside the Contract Documents which have induced him to enter into the Contract.
1.5 A waiver of any provision must be in writing by South West Steel Supplies Ltd to be effective and a waiver of any provision, or failure or delay to exercise any right by South West Steel Supplies Ltd shall not constitute a waiver of any subsequent breach of the same or any other provision.
1.6 The provisions of this Contract are severable and if any one or more such provisions are judicially determined to be unenforceable in whole or in part the remaining provisions shall nevertheless remain binding and enforceable.
1.7 The Contract Documents and primarily these Conditions constitute the entire agreement between the parties and supersede all prior agreements or understandings between them.
1.8 Nothing in this Contract shall confer or purport to confer on any third party any rights, benefits or obligations.
1.9 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.10 The Buyer shall not without the prior written consent of South West Steel Supplies Ltd assign, transfer, or sub-let any obligations under the Contract or any part thereof. Where such consent is given, it shall not relieve the Buyer of any of its obligations under the Contract.
1.11 South West Steel Supplies Ltd reserves the right to sub-let its obligations under the Contract in part or as a whole.
2. Payment
2.1 The price of the Goods shall be South West Steel Supplies Ltd quoted price.
2.2 The Buyer agrees that any changes to its original requirements and specifications used in the preparation of South West Steel Supplies Ltd quoted price may invalidate the original quoted price or cause it to be changed. South West Steel Supplies Ltd at its sole discretion may choose to accept the changes and vary the price accordingly.
2.3 A quotation given by South West Steel Supplies Ltd will constitute an offer to treat only. Any order from the Buyer based on the quotation shall constitute an offer to buy, and no contract shall exist until accepted by South West Steel Supplies Ltd as herein provided.
2.4 The time for payment to South West Steel Supplies Ltd shall be of the essence of the Contract.
2.5 The Buyer shall pay invoices in full with no deduction or set off in respect of monies or liabilities which the Buyer may claim to be payable.
2.6 South West Steel Supplies Ltd shall be entitled to invoice the Buyer for the price of the Goods:
2.6.1 in advance where the Goods involve an element of design;
2.6.2 on account as work in relation to the Goods progresses;
2.6.3 on or at any time after commencement and / or delivery of the Goods.
2.8 Any payment on account will be allocated against the Buyer’s longest outstanding invoices first, as determined solely by South West Steel Supplies Ltd.
2.9 Without prejudice to any other right or remedy available to South West Steel Supplies Ltd South West Steel Supplies Ltd reserves all rights to charge interest on any amounts unpaid at 8% over Bank of England base rate from time to time, calculated on a daily basis, from the date of the invoice, until payment is received in full.
2.10 If any invoices fall overdue South West Steel Supplies Ltd are entitled to claim the whole balance of account.
2.11 The price is exclusive of any VAT, or other taxes, fees or charges which shall be paid by the Buyer. Where required by statute, South West Steel Supplies Ltd reserves the right to charge CITB Levy at the standard rates in addition to any payments due. Unless otherwise indicated, the Price is exclusive of any applicable VAT which shall be paid by the Buyer. The Price is subject to increases in the cost of labour and materials to South West Steel Supplies Ltd The Price shall include for one site visit to complete the Goods by South West Steel Supplies Ltd and the price for any additional visits South West Steel Supplies Ltd deems necessary shall be payable by the Buyer.
3. Variations or changes
3.1 The Buyer may vary, add to, omit from, change or alter the performance of the Contract by way of an express instruction in writing. No such instruction shall vitiate this Contract.
3.2 The Buyer shall be liable for all additional costs, expense, and delays arising from or in connection with any instruction, direction or variation. South West Steel Supplies Ltd shall not be liable for any loss of the Buyer arising from or connected to any change in or addition to or omission from the Goods.
3.3 The Buyer shall pay South West Steel Supplies Ltd the price of any change, variation, direction, instruction, addition or omission, as invoiced by South West Steel Supplies Ltd.
4. Delivery
4.1 The Buyer hereby accepts the general conditions of any carrier employed by South West Steel Supplies Ltd.
4.2 Neither South West Steel Supplies Ltd nor any carrier shall be liable for damage or loss of goods in transit or for shortage on delivery unless notice in writing is given to the carrier concerned and South West Steel Supplies Ltd within 3 days of the date of delivery, or in the case of non-delivery or loss of goods within 14 days from the date of dispatch, and such other steps are taken by the Buyer (including, if necessary, shorter notice to the carrier concerned) as may be necessary to pursue the claim against the carrier.
4.3 Delivery will be made to the Buyer at a site as agreed. Any date of delivery or period for delivery given is an estimate only and South West Steel Supplies Ltd will not be liable for any delay in delivery of the Goods caused by any delay in delivery by any manufacturer or supplier to South West Steel Supplies Ltd or
for any other cause outside the control of South West Steel Supplies Ltd If the delivery time is not met, the Buyer has no right to cancel, to refuse to pay, or to
any form of set-off or compensation for late delivery.
4.4 The Buyer shall be responsible for unloading and storage of the Goods upon delivery of the specified site. If through the Buyer’s default, delivery cannot be
effected, without prejudice to any other right or remedy available to South West Steel Supplies Ltd the Buyer shall pay any costs incurred by South West Steel
Supplies Ltd .
The cost of carriage, transportation, insurance and any other costs for services connected with the delivery of the Goods, shall be the responsibility of the Buyer.
5. Storage
Where South West Steel Supplies Ltd has notified the Buyer that the Goods are ready for delivery, the Buyer shall take delivery or arrange for storage. If the
Buyer does not so take delivery or arrange for storage within 7 days of notification South West Steel Supplies Ltd shall be entitled to invoice and be paid for
the Goods as though the Goods had been duly delivered in accordance with these instructions and South West Steel Supplies Ltd may arrange storage either
at South West Steel Supplies Ltd own premises or elsewhere on the Buyer’s behalf and all charges for storage, insurance and demurrage shall be payable by
the Buyer, and all risk shall pass to the Buyer on notification by South West Steel Supplies Ltd South West Steel Supplies Ltd is entitled, but not obliged, to
dispose of the Goods after one month from offering delivery.
6. Performance
6.1 South West Steel Supplies Ltd shall endeavour to provide the Goods in reasonable time. Where South West Steel Supplies Ltd has been delayed by any act
or omission for which the Buyer is responsible to any degree, any loss, expense, additional costs or the like incurred by South West Steel Supplies Ltd shall be
recoverable from the Buyer as a debt.
6.2 South West Steel Supplies Ltd will provide the Goods in accordance with the specification provided by the Buyer. It is the Buyer’s responsibility to ensure that
the Goods are in accordance with that specification and that they will be fit for the purpose for which the Buyer intends. If there is no specification no warranty
as to fitness for any particular purpose is given.
6.3 Where the Goods include design, South West Steel Supplies Ltd undertakes to fulfil any design liability on the basis of the information provided by the Buyer
in good time in advance of the Goods being performed on site. Where information is not physically provided by the Buyer, or not physically provided in good
time by the Buyer, South West Steel Supplies Ltd shall not be liable in any way for any shortcomings of its design.
6.4 Where South West Steel Supplies Ltd has undertaken design work, and then the Buyer has purchased the Goods for use by way of its own installation or
with its own staff, South West Steel Supplies Ltd does not accept liability for the performance or otherwise of the Goods, if they are not installed as specified
by South West Steel Supplies Ltd design and other requirements which would reasonably be expected of a competent steelwork installer. South West Steel
Supplies Ltd undertakes that its Goods will perform as South West Steel Supplies Ltd has stated in writing to the Buyer. It cannot and does not take liability
for how the Goods are used or installed by the Buyer or others, nor how the Goods may act or re-act in the given conditions of use.
6.5 The Buyer shall ensure that all its work connected to that of South West Steel Supplies Ltd is performed in good time commensurate with the work of South
West Steel Supplies Ltd by competent and suitably qualified personnel having appropriate qualifications as may be required by South West Steel Supplies Ltd
and the site being worked on.
6.6 The Buyer shall maintain all field and work areas where South West Steel Supplies Ltd is required to provide the Goods or anything in connection therewith in
a reasonably clear and safe condition and free from all rubbish and waste materials, including hazardous and non-hazardous materials.
6.7 The Buyer shall make it clear in writing in advance to South West Steel Supplies Ltd whether and to what extent any hazardous materials or hazards are or
might be present on or around the areas of the Goods or the works connected thereto.
6.8 Where unexpected hazards or materials are found, South West Steel Supplies Ltd reserves its rights to entirely re-price the Goods, and shall not be
responsible for any delay incurred.
6.9 The Buyer shall allow South West Steel Supplies Ltd full and unhindered access to all areas required for the Goods to be provided.
6.10 The Buyer shall ensure that all relevant authorities, planning, permissions, approvals, local and statutory rights have been satisfied prior to allowing South
West Steel Supplies Ltd to commence any work.
6.11 The Buyer shall be liable for any damage, loss, shortage, charges, costs, expense, defect, flaw, failing or deficiency in the performance of the Contract as
advised to the Buyer by South West Steel Supplies Ltd Any such amounts shall be invoiced by South West Steel Supplies Ltd as provided for in these
Conditions and be recoverable from the Buyer as a debt.
6.12 Where the Goods are to be provided by South West Steel Supplies Ltd in connection with or on a site where the Buyer is working, the Buyer shall be
responsible for the safe execution of work in connection with the Goods and shall comply with all relevant legislation and reasonable requests of South West
Steel Supplies Ltd for securing the health and safety of all persons employed on the project, and such other persons who may be affected by the work or
operations of the Buyer and South West Steel Supplies Ltd.
6.13 The Buyer shall be responsible for providing South West Steel Supplies Ltd with all reasonable health, safety and welfare facilities, including but not limited
to, running hot and cold water, drinking water on tap, suitably reasonable toilets and washing facilities, dry and heated accommodation suitable to eat in, safe
and dry storage, and access to a phone / fax line and mains electricity. Should the Buyer not provide any of the foregoing, South West Steel Supplies Ltd
reserves the right to provide the same and all additional expense so incurred shall be recoverable form the Buyer as a debt, and in addition to the price for the
Goods.
6.14 The Buyer indemnifies, and shall save harmless South West Steel Supplies Ltd for any breach of the Contract. If, as a consequence of any action and / or
inaction of the Buyer, any person suffers personal injury or death, or any damage or interference is caused to any property or works, then the Buyer shall be
liable for and shall indemnify South West Steel Supplies Ltd against any expense, loss, cost, claim, liability, damages and proceedings whatsoever arising.
6.15 If South West Steel Supplies Ltd notifies the Buyer of any failure in connection with the performance of the Contract or breach of this Contract, the Buyer
will rectify immediately at its own expense and risk.
6.16 Should the Buyer fail in any way to comply with its obligations under the Contract, the Buyer shall immediately be liable to South West Steel Supplies Ltd for
any loss, expense and/or damage which South West Steel Supplies Ltd may incur. The Buyer shall also be liable to South West Steel Supplies Ltd for any
consequential loss arising out of or in connection with any default by the Buyer. There shall be no limit on the total liability of the Buyer for any loss of South
West Steel Supplies Ltd arising under or in connection with this Contract.
7. Insurance
7.1 The Buyer shall maintain such insurances as required by South West Steel Supplies Ltd including but not limited to employer’s liability, public liability, all risk
and professional indemnity, and as necessary to cover the liability of the Buyer and South West Steel Supplies Ltd in respect of personal injuries or deaths
arising out of or in the course of, or caused by the carrying out of the Contract, and damage to property. The Buyer shall indemnify South West Steel Supplies
Ltd for any action and / or inaction of the Buyer which shall cause South West Steel Supplies Ltd to suffer loss or expense or become liable in damages. All
insurance is to be to the reasonable satisfaction of South West Steel Supplies Ltd.
7.2 South West Steel Supplies Ltd may require written evidence of these insurances as a condition precedent to any Goods being provided. In the event that the
Buyer fails to provide the same, South West Steel Supplies Ltd may provide such insurance and add any costs incurred plus 10%, which shall be recoverable
from the Buyer as a debt.
7.3 South West Steel Supplies Ltd and / or its agents shall be under no liability in respect of any loss, theft or damage of or to plant, tools, materials, equipment,
or facilities of the Buyer, whether they be unfixed or fixed on site.
8. Title and Risk
The Buyer acknowledges and confirms that risk in the Goods shall be deemed to have transferred to the Buyer upon or at the time the Goods are shipped from
South West Steel Supplies Ltd and that title to the Goods shall pass only on receipt of payment in cleared funds. The Buyer agrees to store the Goods in
safety, clearly identifying them as the property of South West Steel Supplies Ltd If the price has not been paid the Buyer hereby agrees to allow South West
Steel Supplies Ltd to enter the place of storage to recover the Goods. Any costs, loss or expense incurred by South West Steel Supplies Ltd in so doing shall
be wholly the responsibility of the Buyer.
9. Cancellation / Return of Goods
There is no right to cancel. If for any reason the Buyer wishes to not receive the Goods before the Goods are delivered, South West Steel Supplies Ltd shall
become entitled to the full price of the Goods and to fair compensation for work in progress or in respect of which materials have been ordered, and for loss of
profit on any incomplete parts of the Goods.
10 Defective goods
10.1 South West Steel Supplies Ltd will not be liable hereunder in any way if when the goods which the Buyer alleges are defective, are tested or examined by
South West Steel Supplies Ltd the alleged defect appears to have been caused by the Buyer’s misuse, neglect, improper installation, any cause beyond the
range of intended use of the product, or by accident, fire or other hazard.
10.2 Unless the Buyer gives South West Steel Supplies Ltd clear written notice giving South West Steel Supplies Ltd clear and reasonable opportunity to correct
any default, to be received by South West Steel Supplies Ltd seven working days prior to any costs being incurred, the Buyer shall not recover from South
West Steel Supplies Ltd any cost, loss or expense which it claims or attributes to be South West Steel Supplies Ltd liability.
10.3 South West Steel Supplies Ltd shall have no liability to the Buyer for any consequential loss of the Buyer arising out of or in connection with the provision of
any Goods pursuant to this Contract and the total liability of South West Steel Supplies Ltd for any other loss of the Buyer so arising under the terms of this
Contract shall not exceed the price payable by the Buyer for the Goods under this Contract.
10.4 There are no warranties, conditions, guarantees or representations whether express or implied by statute or otherwise, orally in writing, except as provided
herein.
11. Force majeure
South West Steel Supplies Ltd shall not be liable for non-performance or delay in performance or for any loss or damage to the goods due to act of God, war,
riot, embargo, labour dispute, civil commotion, fire, theft, shortage of labour or materials, confiscation, delays in deliver y or services of manufacturers,
suppliers and sub-contractors, prohibition of import or export or any other unforeseen event (whether or not similar in nature to those specified) outside its
reasonable control.
12. Default of the Buyer
12.1 Without prejudice to any other rights or remedies which South West Steel Supplies Ltd might possess, South West Steel Supplies Ltd shall be entitled to
immediately terminate the Contract in the event that:
12.1.1 the Buyer fails to properly perform, carry out and/or complete its obligations arising under and / or in connection with the terms of the Contract in any way;
or
12.1.2 the Buyer takes any action, or fails to take any action, which would lead South West Steel Supplies Ltd to reasonably believe that there was a risk of the
Buyer being or becoming insolvent; or
12.1.3 if in the opinion of South West Steel Supplies Ltd the Buyer is guilty of gross misconduct or fails to comply with the provisions of this Contract in any way.
12.2 In the event of termination, South West Steel Supplies Ltd shall without prejudice to any claim or right or remedy available to South West Steel Supplies Ltd
render an invoice for the full balance of the Goods and the Buyer shall be liable for all costs and losses arising to South West Steel Supplies Ltd foreseeable
or not.
12.3 In the event of termination, any amounts owed by the Buyer to South West Steel Supplies Ltd shall become due for payment immediately. The final date for
those payments to be paid is seven days after the due date.
13 Dispute Resolution
The governing law of the Contract shall be the law of England, and subject to the adjudication and arbitration provisions below, the parties hereby submit to the
exclusive jurisdiction of the English courts. The parties agree that all disputes where the amount falls within the current limit for the Small Claims Court
procedure shall be determined thereby and at the Bristol County Court.
13.1 Adjudication. If any dispute or difference arises between South West Steel Supplies Ltd and the Buyer either party may refer the dispute to adjudication in
accordance with this Clause and pursuant to the provisions contained in the Scheme for Construction Contracts (England and Wales) Regulations 1998. The
Buyer shall be liable for and shall reimburse all costs incurred by South West Steel Supplies Ltd in any adjudication, including the costs of employing any
external consultants and the Adjudicator’s fees and expenses.
13.2 Arbitration. If any dispute or difference arises as to any matter or thing of whatsoever nature arising from or in connection with the Contract between
South West Steel Supplies Ltd and the Buyer either during the progress or after the completion or abandonment of the Contract, it shall be referred to
arbitration in accordance with this Clause and the JCT 1998 Edition of the Construction Industry Model Arbitration Rules. If the parties fail to agree upon the
appointment of an Arbitrator within 14 days of a Notice of Arbitration being served, either party shall apply to the Chartered Institute of Arbitrators to have an
Arbitrator appointed.