June 25th, 2017

Terms and Conditions

RNP Steels Limited
Company Number: 08836133
Concorde House, Union Drive, Boldmere, Sutton Coldfield, B73 5TE


TERMS OF SALE

  1. Basis of the sale
    • We shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of ours which is accepted by the Buyer, or any written order of the Buyer which is accepted by us, subject in either case to these Terms
    • These Terms shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
    • No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and us.
    • Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in Writing. In entering into the Contract the Buyer 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 us or our employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by us is followed or acted on entirely at the Buyer’s own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
    • Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
  2. Orders and Specifications
    • No order submitted by the Buyer shall be deemed to be accepted by us unless and until confirmed in Writing by our authorised representative.
    • The Buyer shall be responsible to us for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving us any necessary information relating to the Goods within a sufficient time to enable us 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 our quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by us).
    • No order which has been accepted by us may be cancelled by the Buyer except with the agreement in Writing by us and on terms that the Buyer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
  3. Price of the goods
    • The price of the Goods shall be our quoted price.
    • All prices quoted are valid for seven days only or until earlier acceptance by the Buyer, after which time they may be altered by us without giving notice to the Buyer.
    • Except as otherwise stated in our Written quotation, and unless otherwise agreed in Writing between the Buyer and us, all prices are given by us on an ex works basis, and where we agree to deliver the Goods otherwise than at our premises, the Buyer shall be liable to pay any charges for transport and insurance.
    • The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to us.
  4. Terms of payment
    • Subject to any special terms agreed in Writing (including any set out in our quote) between the Buyer and us, we may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event we shall be entitled to invoice the Buyer for the price at any time after we have notified the Buyer that the Goods are ready for collection or (as the case may be) we have tendered delivery of the Goods.
    • The Buyer shall pay the price of the Goods within 30 days of the date of our invoice, and we 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 Buyer.
    • The time of payment of the price shall be of the essence of the Contract.
    • Receipts for payment will be issued only on request.
    • If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to us, we may:
      • cancel the contract or suspend any further deliveries to the Buyer;
      • appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and us) as we may think fit (notwithstanding any purported appropriation by the Buyer); and
      • charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank Plc’s 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).
  1. Delivery
    • Delivery of the Goods shall be made by the Buyer collecting the Goods at our premises at any time after we have notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by us, by us delivering the Goods to that place.
    • Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods however caused.
    • Time for delivery shall not be of the essence of the Contract unless previously agreed by us in Writing.
    • The Goods may be delivered by us in advance of the quoted delivery date on giving reasonable notice to the Buyer.
    • Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
    • If we fail to deliver the Goods (or any instalment) for any reason other than any cause beyond our reasonable control or the Buyer’s fault, and we are accordingly liable to the Buyer, our liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
    • If the Buyer fails to take delivery of the Goods or fails to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may:
      • store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
      • sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
  1. Risk and property
    • Risk of damage to or loss of the Goods shall pass to the Buyer:
      • in the case of Goods to be delivered at our premises, at the time when we notify the Buyer that the Goods are available for collection; or
      • in the case of Goods to be delivered otherwise than at our premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when we have tendered delivery of the Goods.
    • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until we have received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by us to the Buyer for which payment is then due.
    • Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as our property, but the Buyer may resell or use the Goods in the ordinary course of its business.
    • Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), we may at any time require the Buyer to deliver up the Goods to us and, if the Buyer fails to do so immediately, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
    • The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if the Buyer does so all moneys owing by the Buyer to us shall (without limiting any other right or remedy of ours) forthwith become due and payable.
  2. Warranties and liability
    • Subject to the following provisions, we warrant that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of one month from the date of delivery.
    • The above warranty is given by us subject to the following conditions:
      • we shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer or damage in transit;
      • we shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without our approval; and
      • we 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;
    • Subject as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    • A claim by the Buyer 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 Buyer) be notified to us within seven days from the date of delivery. If delivery is not refused, and the Buyer does not notify us accordingly, the Buyer shall not be entitled to reject the Goods and we shall have no liability for such defect or failure, and the Buyer 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 us in accordance with these Terms, we may replace the Goods (or the part in question) free of charge or, at our sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case we shall have no further liability to the Buyer.
    • Except in respect of death or personal injury caused by our negligence we shall not be liable to the Buyer 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 our negligence, our 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 Buyer, and our entire liability under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
    • We shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Goods, if the delay or failure was due to any cause beyond our reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond our reasonable control:
      • Act of God, explosion, flood, tempest, fire or accident;
      • 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 our employees or of a third party);
      • difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
      • power failure or breakdown in machinery.
  1. Insolvency of buyer
    • This clause 8 applies if:
      • the Buyer 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 Buyer; or
      • the Buyer ceases, or threatens to cease, to carry on business; or
      • we reasonably apprehend that any of the events mentioned above is about to occur in relation to the Buyer and notify the Buyer accordingly; or
      • an analogous event occurs in a jurisdiction other than that of England and Wales.
    • If this clause applies then, without limiting any other right or remedy available to us, we may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, 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.
  2. Export terms
    • 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 Buyer and us) apply notwithstanding any other provision of these Terms.
    • The Buyer 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.
    • The Buyer shall be responsible for arranging for testing and inspection of the Goods at our premises before shipment. We 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.
    • Unless otherwise required by us, payment of all amounts due to us shall be made by an irrevocable letter of credit, in a form acceptable to us, to be opened by the Buyer in our favour and confirmed by a bank in the United Kingdom acceptable to us within 14 days after the Contract is concluded.
  3. General
    • 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 us of any breach of the Contract by the Buyer 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 Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
  4. Definitions and Interpretation
    • In these Terms :
      • ‘Buyer’ means the person who accepts our quotation for the sale of the Goods or whose order for the Goods is accepted by us;
      • ‘Contract’ means the contract for the purchase and sale of the Goods;
      • ‘Goods’ means the goods (including any instalment of the goods) which we are to supply in accordance with these Terms;
      • ‘we’ means RNP Steels Limited (registered in England under number 08836133) and “us” and “our” shall be construed accordingly;
      • ‘Terms’ means the standard terms set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Buyer and us;
      • ‘Writing’ includes facsimile transmission email and comparable means of communication and “Written” shall be construed accordingly.
    • Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    • The headings in these Terms are for convenience only and shall not affect their interpretation.