Terms and Conditions

Standard Terms and Conditions for the Sale of Goods

Interpretation

In these Conditions the following words have the following meanings:

Word Meaning

“the Buyer” the person(s), firm or company who purchases the Goods from the Company;
“the Company” Yorkshire Polishing LimitedLtd;
“Contract” any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions;
“Delivery Point” the point where delivery of the Goods is to take place under condition 4 as specified in the Company’s acceptance of order;
“Goods” any goods agreed in the Contract to be supplied to the Buyer by the Company;
“Working” any day from Monday to Friday upon which the Company is open for business, excluding weekends and any statutory or bank holidays in England.

In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified,extended, re-enacted or replaced.
In these Conditions headings will not affect the construction of these Conditions.

Application of Terms

Subject to any variation under condition 2.6 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

These Conditions shall apply to all the Company’s sales.
No quotation made by the Company shall constitute an offer.
Each order for the Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

The Company reserves the right to vary the terms of the Contract in writing where agreed by the Buyer.
Description and specification. The description and specification of the Goods shall be as set out in the acknowledgement of order received by the Buyer.

No representations made in connection with the Goods shall be binding on the Company unless made in writing and signed by a Director of the Company. As the Buyer is an expert in steel and the particular uses for which it intends to use any steel, the Company excludes to the fullest extent permitted by statute any warranty in respect of the fitness for the purpose of the Goods. It is the Buyer’s responsibility to ensure that the Goods are suitable for the Buyer’s intended use and the Company shall not be liable for any advice given in connection with such suitability.

Delivery

Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the Delivery Point. The Company will be responsible for the delivery of the Goods to the Delivery Point.

The Company’s acknowledgement of order will contain a target period for delivery during which the Company will use reasonable endeavours to deliver the Goods. Any target dates for delivery of the Goods, are intended to be an estimate only and time for delivery is not of the essence and shall not be made of the essence by notice. Where the Company cannot deliver during a target period, it will deliver the Goods within a reasonable period thereafter.

The Buyer must inspect the Goods within 7 Working days of delivery and report any apparent defects in the Goods to the Company. The Buyer shall be responsible for health and safety of the Companies staff on delivery and unloading of the goods. The Company reserves the right to deliver 10% above or below the volume or weight of the Goods ordered and shall be entitled to invoice at the quantities delivered.

Risk/title

The Goods are at risk of the Buyer from time of delivery.
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods. Until ownership of the Goods has passed to the Buyer, the Buyer must:
hold the Goods on a fiduciary basis as the Company’s bailee;
store the Goods on its own premises (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
maintain the Goods in good condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy insurance to the Company;
and hold the proceeds of the insurance referred to in condition 5.3.3 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

The Buyer’s right to possession of the Goods shall terminate immediately if: the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or the Buyer encumbers or in any way charges any of the Goods.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

Price

The price of the Goods shall be the price in the Company’s acknowledgement of order.
Payment Time for payment shall be of the essence, Payment shall be made within the period shown on the Company’s acknowledgement of order and invoice.
No payment shall be deemed to have been received until the Company has received cleared funds.
All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other provision.

Limitation of liability

The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
any breach of these Conditions; and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
The Company does not exclude or limit its liability to the Buyer for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation nor where liability cannot be excluded or limited as a matter of law (e.g.breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 (as amended) or Section2 of the Supply of Goods and Services Act 1982). The buyers attention is in particular drawn to the provisions of condition 9.3 Subject to conditions 9.2 and 9.3 above; the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the greater of the price of the Goods under the order which has given rise to the claim or the amount that the Company may reasonably recover from its insurers under any policy of insurance: and the Company shall not be liable to the Buyer for: any apparent defects not reported in accordance with clause 4.4 any indirect or consequential loss or damage any loss of profit, loss of business, depletion of good-will or otherwise,
any costs, expenses or other claims for consequential compensation whatsoever and howsoever caused which arises out of or in connection with the Contract.

Assignment

The Buyer shall not be entitled to assign, novate or otherwise transfer the Contract or any part of it without the prior written consent of the Company.

Force majeure

The Company reserves the right to defer the target date for delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company (an Event of Force Majeure) including, for the avoidance of doubt: acts of God, fire, explosion, flood, epidemic extreme weather; governmental actions, war or national emergency, riot, civil commotion, banditry, terrorist action; lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce); restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
During an Event of Force Majeure, the Company may perform its obligations through a sub-contractor.

Termination

The Company may, without prejudice to any of its other rights, stop any Goods in transit and/or suspend further deliveries of Goods or by notice in writing to the Buyer, and determine any Order or Contract if: the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, of has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against him/it, or fails to observe/perform any of its obligations under the contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or the Buyer encumbers or in any way charges any of the Goods; or
the Buyer takes or suffers analogous action or proceedings or becomes insolvent under foreign law; or the Buyer commits any material breach of Contract between the Company and the Buyer; or the Buyer fails to pay any sum due on the date or in any other manner.