BSS Steel Strip Standard Terms and Conditions

1.         GENERAL

(a)       The following terms and conditions of sale apply to all orders accepted by BSS Steel Strip Ltd. Any other terms, conditions or representations written or oral whether made prior to collateral with or subsequent to the acceptance by the Company of the Buyer’s order, and even if contained in the Buyer’s order, are hereby excluded.

(b)       None of our servants or agents has authority to agree to any cancellation, variation or addition to these terms and conditions unless the same be contained in writing signed on behalf of the Company by a Director or other authorised person.

2.         OFFERS

All offers by the Company are made subject both to the goods remaining unsold and to the Company’s confirmation of the Buyer’s acceptance of order.

3.         PRICES

(a)       All prices are subject to revision in the event of any increase in the cost of wages, transport, raw materials, manufacture or supply, changes in the current import duties where applicable, or in the event of there being any hindrance, prevention or delay under Clause 8(c) and (e) hereof.  In all cases, the Company will endeavour to give, as soon as possible, notice in writing of any adjustment, and to invoice goods to the Buyer accordingly.

(b)       All prices are, unless otherwise stated, quoted net including delivery and exclusive of VAT and are subject to confirmation at the time of ordering

(c)       In the event of any alteration being required by the buyer in design or specification the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration.

(d)       Packing will be charged for extra at the cost to the Company unless included in the price.

4.         PAYMENT

(a)       Time for payment shall be of the essence of the contract.

(b)       Payment in respect of the goods shall be net cash at the end of the month following notification that the goods are ready for delivery, or where the sale is not ex-works, at the end of the month following advice of despatch.

(c)       No disputes arising from the contract nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the buyer. Payment shall be made to the exclusion of any alleged set off or counterclaim or other deduction whatsoever.

(d)       In the event of the Buyer for any reason whatsoever failing punctually to effect payment, the Company shall be entitled to be paid interest at the prevailing bank rate in respect of short term credits.  In the event of the Buyer for any reason whatsoever failing within (90) days to effect payment, the Buyer shall be deemed to have repudiated the contract. The company shall thereupon be entitled (a) to resile from the contract and claim damages in respect of the repudiation and/or (b) to stipulate that future deliveries whether under the same contract or under separate contracts be made subject to the Buyer affording an advance payment or other satisfactory security.

(e)       In the event of the Company agreeing to extend the time of payment, such agreement may be revoked by the Company at any time so as to render the sums outstanding immediately payable.

5.         INSOLVENCY

If the buyer shall become bankrupt or insolvent or compound with creditors or in the event of a resolution being passed or proceedings commenced for the liquidation of the buyer or if a Receiver or Manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

6.         PROPERTY IN THE GOODS

Property shall not pass until payment of the price, or in the event of there being a running account, until full payment of all sums due from the Buyer both in respect of the goods and in respect of goods previously delivered under separate contracts has been received.

7.         CANCELLATION

            Cancellation will only be agreed to by the Company on the following conditions precedent namely that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be reimbursed forthwith to the Company.

8.         DESPATCH

(a)       Time shall not be of the essence and all stipulated delivery periods are to be considered approximate only.

(b)       In the event of the Company failing to deliver the goods within a stipulated period, the Company shall be entitled to a further reasonable period for delivery to be agreed between the parties or in default thereof to be fixed at the Company’s discretion.

(c)       Should there occur any event beyond the Company’s reasonable control which prevents, hinders or delays the Company from duly performing its obligations hereunder, including civil disturbances, labour disputes, stoppages at the Company’s or a suppliers works, failure by supplier to deliver to the Company the goods or raw materials and restrictions on the goods or raw materials, the Company shall be entitled to postpone delivery for the durations of such cause and to deliver the goods within reasonable time thereafter.

(d)       In the event of the Company failing to deliver the goods within the periods set out under sub-clauses (b) and (c) hereof the Company shall not under any circumstances whatsoever be liable for loss or damage due to such delay, but the Buyer shall be entitled to cancel this contract in relation to all undelivered goods by written notice to the Company. Both the Buyer and the Company shall thereupon be released from any further liability whatsoever in respect of such undelivered goods.

(e)       In the event of performance of this contract by the Company being prevented, hindered or delayed by virtue of the Buyer’s instructions or failure to furnish necessary instructions rendering it impossible for the Company to effect delivery within a stipulated period and/or a reasonable time, the Buyer shall be deemed to have repudiated the contract and the Company shall be entitled to resile from the contract and to claim damages in respect of the repudiation.

(f)        Non-delivery must be notified to the Company within 14 days of Invoice/Advice Note.

9.         DELIVERY

(a)       Unless otherwise stipulated herein delivery is to be effected at the Company’s works, and the Buyer shall be bound to accept delivery of the goods on receipt of the Company’s notice of readiness, at which time risk in the goods shall pass to the Buyer irrespective of whether or not property has been passed.

(b)       Where delivery to a place appointed by the Buyer is included in the price, or is to be arranged by the Company and separately charged for, risk in respect of the goods will pass on delivery to a carrier appointed by the Company or the Company’s supplier. The Company undertakes no responsibility whatsoever for mode or cost of carriage, competence of the carrier, sufficient of packing, stowage of goods, proper utilisation of loading space or choice or route. The Buyer shall be responsible for accepting the goods at the place appointed, and the costs of any delay, detention or additional charges shall be borne by him.

(c)       As the company is dependent on hot rolling mills for its supplies, the Company reserves the right to effect part deliveries which are accepted by the Buyer. In the event of the Company effecting part deliveries where delivery is included in the price any increase in the cost of carriage shall be borne by the Buyer.

(d)       In no case will the Company arrange or be responsible for insurance of goods which are at the Buyer’s risk without the contract containing an express stipulation to such effect or, where the Company agrees to supply to an address given by the Buyer.

10.      INSPECTION

            The Buyer shall be entitled to inspect the goods at the Company’s works for patent defects or variations in dimensions, always provided that he does not remove any item of the goods from the stack/bundle.  Should the Buyer require any inspection or test, this shall only be granted at the Company’s discretion and may be charged for.

11.      DIMENSIONS OF GOODS

            Weights shall be gross to include packing. Weights shall be ascertained by the Company’s weighing-master before leaving the Company’s works, and the weights so ascertained shall be final and conclusive between the parties.  Deviations in weights of the goods are permissible up to a maximum of 10%. Dimensions or standards shall be in accordance with EU specifications or other recognised and customary scale.  Discrepancies in the individual items shall be averaged over the whole of the goods.

12.      SUITABILITY OF GOODS

(a)       Unless otherwise stipulated herein or in some other document signed by a Director of the Company or any servant or agent duly authorised in that behalf the goods herein referred to are supplied subject to the provision that no condition warranty or representation is made as to the suitability or fitness of the goods for any particular purpose.

(b)       The Company are not designers of products manufactured by the Buyer with goods supplied and the Company shall not be responsible for any defect or want of performance in such products or any parts thereof.

13.      CONDITIONS OF GOODS

(a)       Unless otherwise stipulated herein or in some other document signed by a Director of the Company or servant or agent duly authorised in that behalf the goods herein referred to are to be of no greater quality for industrial purposes.

(b)       Without prejudice to the foregoing, where the Buyer is of the view that the goods or any of them contain defects he shall furnish the Company with written particulars of the same, in respect of the patent defects within 7 days of delivery and in the case of latent defects within 7 days after such defects come to light. The Company shall, upon being satisfied as to the existence of any such defect have the option of arranging for the collection of such material as is defective at its expense and its replacement by an equivalent quantity of material.

(c)       Any damage to the material and/or packing which is on delivery shall in any event be advised to the carriers on receipt and to the Company within three days of receipt of goods.

(d)       In the event of any complaint under sub-clause (c) being stipulated the Company shall have the option of

            (i) Replacing of any defective item not processed, intermixed and manufactured;

            (ii) Accepting back any defective item not processed, intermixed and manufactured and crediting the Buyer with its price;

            (iii) Paying to the Buyer the difference between the Company’s price for such defective item and its value to the Buyer on delivery, if the Buyer agrees to accept the item.

14.      LIABILITY

(a)       The Company shall be under no liability (including liability for any indirect or consequential loss or damage) of whatsoever, kind howsoever caused whether or not due to the negligence or wilful default of the Company or its servants arising out of or in connection with the goods and any conditions, warranties or other terms expressed, implied, statutory or otherwise are hereby excluded.

(b)       If condition 14(a) above is held to be wholly or partly ineffective in relation to any claim the Buyer shall not be entitled to reject the goods and any damages recovered by the Buyer shall be limited to the price of, if lower, to the reasonable costs of remedying the breach, provided that the Company shall firstly be afforded the opportunity to carry out remedial work itself

15.      GOVERNMENT LAW AND JURISDICTION

            The contract shall be governed and interpreted exclusively according to the law of England and shall be subject to the jurisdiction of the English Courts only.

16.      WAIVER

            The failure by the Company to enforce at any time or for any period any one or more of these terms and conditions shall not be a waiver of them or of the right subsequently to enforce all terms and conditions.

17.      THIRD PARTY RIGHTS

No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.