“The seller” means John Keatley (Metals) Limited
“The buyer” means the person, firm or company to be supplied with the goods or services by the seller.
“The contract” the contract made between the company and the buyer, subject to these conditions.
“The goods” means the goods, materials, articles, or services to be supplied pursuant to the contract.
- RULING CONDITIONS.
All contracts of sale are made by the Company subject to these conditions and any printed conditions on the buyer’s order forms or other documents shall not apply, unless and to the extent only that they shall have been expressly accepted by the company in writing. These conditions can be varied, added to, or suspended only by agreement in writing between the parties or by typed or written amendment on the face of this document or some attachment to this document or Invoice or Delivery Note from the Seller.
The prices payable for the goods & services shall be those charged by the seller at the time of despatch. The seller shall have the right at any time to revise the price to take account of increases in costs including (without limitation) costs of any goods or materials, labour or overheads, carriage, the increase or imposition of any tax duty surcharge or other levy or any variation in exchange rates. Unless otherwise stated the price is exclusive of value added tax.
All invoices have a minimum order charge of £20.00 not including value added tax.
Any special packaging requested by the purchaser shall be the subject of an additional charge.
Unless otherwise agreed all prices quoted do not include delivery and where the seller agrees to deliver the goods to an address specified by the Buyer, the Buyer shall pay all carriage charges incurred by the Seller.
The Seller shall be entitled to add to the contract price, where applicable, a charge for test certificates, packing, carriage, insurance, metallurgical costs and other cost associated with the supply of the goods.
a) Where no other terms of payment have been specifically agreed in writing, the Company’s terms of payment are net cash payment in full to be made not later than the end of the month following the month of invoice, and or delivery was made or the buyer notified that the goods where ready for collection.
b) A.T. will be charged at the rate ruling at the time of despatch of the goods.
c) No discount or allowance will be made unless specifically stated and agreed by the Company in writing.
No dispute arising under the Contract nor delays beyond the reasonable control of the Seller shall interfere with prompt payment in full by the Buyer.
In the event of default in payment by the Buyer, the Seller shall be entitled, without prejudice to any right or remedy:
To suspend all further deliveries under this contract and any other contract or contracts between the Seller and the Buyer then current without notice; and/or
To charge interest on any amount outstanding at the rate of 8 % per month above the Bank of England base rate together with compensation for debt recovery costs pursuant to the provisions of The Late payment of Commercial Debts (interest) act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002.
To serve notice on the Buyer requiring immediate payment for all Goods supplied by the Seller under this and all other contracts with the Buyer whether or not payment is otherwise due or invoiced.
If it reasonably appears to the Seller that the Buyer may be unable to pay his debts, the Seller will be entitled to demand proper security for payment of the Contract price prior to delivery, either by payment in cash or by a bank guarantee. If the Buyer fails to give such security the Seller shall be entitled, without prejudice to its other rights or remedies, to cancel the contract or to suspend deliveries at the Seller’s option. The Seller shall not be liable in these circumstances for any damages, claims or expenses whatsoever.
a) Title to the Goods or any part thereof shall pass to the Buyer only upon the happening of anyone of the following events:
The Buyer has paid to the Seller all sums due from it to the Seller under this Contract and all other contracts between the Seller and the Buyer including any sums due under contracts made after this Contract whether or not the same are immediately payable;
When the Seller serves on the Buyer notice in writing specifying that title in the goods or such part thereof has passed.
b) The Seller may recover Goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby licences the Seller, it’s officers, employees and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that sub-condition 5© below is being complied with by the Buyer or of recovering any goods in respect of which title has not passed to the Buyer. This right shall continue to subsist notwithstanding the termination of the Contract through the happening of any of the events specified in condition 6 or otherwise and without prejudice to any accrued rights of the Seller thereunder.
c) The Buyer shall ensure that Goods in respect of which title has not passed are stored separately from other goods and that they are clearly identifiable as belonging to the Seller. If the Goods are combined by the Buyer with other items or materials or utilised or consumed in the production of other items or materials the Seller shall retain title to the Goods if they remain capable of removal or separation from the resulting items. Until title to the Goods has passed to the Buyer pursuant to this condition it shall possess the Goods as a bailee of the Seller on the terms of this Contract. If the Seller so requires the Buyer will return the goods in good condition and will meet any cost of the Seller incurred in recovering or repairing the Goods in the event of the Buyer’s failure to comply with this sub-condition.
d) Without prejudice to the foregoing sub-Conditions and in the event that the Buyer shall in the course of its business dispose of the Goods to a customer being a bona fide purchaser without notice of the Seller’s rights then the Buyer shall have a fiduciary duty to the Seller for the proceeds (which shall be kept separate & identifiable from the Buyer’s own monies) but may retain there from any excess of such proceeds over the amount outstanding under this or any other contract between them.
Save in the case of Export Sales Contracts and subject to any agreement in writing by the Seller, the risk in Goods shall pass to the Buyer at the time at which: –
The Goods are delivered to the Buyer’s premises for off-loading; or
The Buyer takes delivery of the Goods at the Seller’s premises; or
The Goods being ready for delivery, delivery is postponed at the Buyer’s request;
Whichever shall occur first. In relation to export sales, risk shall pass as provided in Incoterms. All other Goods shall be at the Buyer’s sole risk at all times, and the Seller shall not be liable for any loss of, or damage sustained by any Goods left with the Seller howsoever caused and whether or not attributable to negligence on the part of the Seller or negligence or wilful default on the part of any servant or agent of the Seller.
- FORCE MAJEURE
a) The Seller shall not be liable to the to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of the Goods or Services by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of any Force Majeure Circumstances.
In this condition “Force Majeure Circumstances” shall mean any Act of God, riot, strike, lock out, trade, dispute or labour disturbance, accident breakdown of plant or machinery, fire, flood, difficulty or increased expense in obtaining workmen, materials or transport or any other circumstances beyond the Sellers control.
The contract shall in all respects be governed by and construed and interpreted in accordance with the laws of England and save for injunctive relief which may be sought by the Seller in any jurisdiction the parties hereby submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising hereunder.