1. Interpretation

1.1 Conditions the following words have the following meanings:-

Word	Meaning
“Buyer”	the person(s) or company whose order for the Goods is accepted by the Seller;
“Delivery Point”	the place where delivery of the Goods is to take place under condition 5;
“Goods”	any goods which the Seller is to supply to the Buyer (including any of them or any part of them);
“Seller”	Steel Build Masters Ltd;
“Conditions”	the standard terms and conditions of sale set out in this document;
“Contract”	any contract between the Seller and the Buyer for the sale and purchase of the Goods and the Services; and
“Services”	the services to be provided under the Contract (including any of them or any part of them).

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Formation and Incorporation

2.1 Subject to any variation under condition 2.4 the Contract will be on these terms and conditions set out below and overleaf 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 or similar document).

2.2 Each order for Goods and/or Services by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Goods and/or Services subject to these Conditions. No contract will come into existence unless made or accepted in writing signed by an authorised representative of the Seller.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, specification or similar document will form part of this Contract simply as a result of such document being referred to in this Contract.

2.4 Any variation to these Conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by a Director of the Seller.

2.5 Quotations by the Seller shall be open for acceptance by the Buyer within 30 days from the date of quotation.

2.6 Quotations by the Seller are given on the basis that no contract will come into existence until the official order acknowledgement document is issued by the Seller.

3. Description

3.1 The description of the Goods and/or the Services shall be as set out in the Seller’s written specifications effective at the date of shipment or the Seller’s quotation.

3.2 The Seller may make any changes to the specification, design, materials or finishes of the Goods and/or alterations to the performance of the Services which are required to conform with any applicable safety or other statutory requirements.

3.3 All drawings, descriptive matter, specifications and advertising submitted with the Seller’s quotation or issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or the Services described in them. They will not form part of this Contract.

4. Specification or design

4.1 If the goods are manufactured and/or the Services are performed in accordance with information or drawings supplied by the Buyer or to the Buyer’s design or specification or where the Seller’s standard goods and/or Services are altered in accordance with the Buyer’s instructions:-

4.1.1 no guarantee or warranty is given by the Seller as to the practicality, efficiency, safety or otherwise of the goods and/or Services.

4.1.2 the Buyer will indemnify and keep the Seller indemnified against all liability incurred by the Seller as a result of:-

4.1.2.1 such goods and/or Services infringing any intellectual property right including but not limited to patents registered designs and copyright or the provision of any statute, statutory instrument or regulation.

4.1.2.2 any impracticability, inefficiency or lack of safety or other defect where such defect is due (whether in whole or in part) to faults or omissions in such information, drawings, design specification or instructions.

4.1.3 unless the Seller agrees otherwise in writing, all Services (including design drawings) and any idea, invention or improvement made by or on the Seller’s behalf pursuant to the Buyer’s commission and all intellectual property rights and design rights shall belong to the Seller and shall be confidential and must not be used for any purpose other than that for which they are supplied, or disclosed to a third party.

4.2 All patterns, drawings, tools or other similar items produced or other property and intellectual property owned or created by the Seller will remain the Seller’s property and must not be used or copied by the Buyer unless it is agreed that ownership in such items shall pass to the Buyer and in these circumstances property shall only pass when such items have been paid for by the Buyer in full.

4.3 No variation in the specification or design of any Goods and/or alterations to the performance of the Services which in the Seller’s reasonable opinion does not adversely affect the suitability of the Goods and/or the Services for the particular purpose for which they are supplied by the Seller will constitute a breach of contract or impose any liability upon the Seller whatsoever.

4.4 The Seller accepts no responsibility for use of the Goods where the same infringe any third party patents.

5. Delivery in the UK

5.1 Delivery of the Goods and performance of the Services shall be made ex the Seller’s Works (Incoterms 1990) and the Contract price is calculated on that basis.

5.2 If carriage is required to be arranged by the Seller the Goods and/or Services shall be delivered by such means as the Seller thinks fit unless the Buyer has specified in its order the details of the contract with a carrier which it reasonably requires having regard to the nature of the Goods and/Services and the other circumstances of the case.

5.3 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for off-loading the Goods and/or any equipment necessary to perform the Services.

5.4 Delivery of the Goods and/or performance of the Services shall be accepted at any time of day.

5.5 Any dates specified by the Seller for delivery of the Goods and/or completion of the Services are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

5.6 Subject to the other provisions of these Conditions the Seller will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or completion of the Services (even if caused by the Seller’s negligence).

5.7 The Buyer must accept delivery of the Goods and/or performance of the Services and pay for them in full unless the delay in delivery or performance exceeds 90 days. In such a case if delay is caused by the Seller’s negligence or fault and is not covered by condition 7 the Buyer may cancel this Contract to the extent it relates to the Goods and/Services which were the subject of such delivery without further liability for such Goods and/Services.

5.8 If the Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except because of the Seller’s fault) the Seller may without prejudice to its other rights:-

5.8.1 store or arrange for the storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including storage and insurance); and/or

5.8.2 sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under this Contract.

6. Non-delivery

6.1 The Seller shall not be liable for shortages in delivery unless the Seller is advised in writing within 7 days of delivery of the Goods and/or Services.

6.2 The Seller shall not be liable for any non-delivery of Goods and/or Services (even if caused by the Seller’s negligence) unless written notice is given to the Seller within 14 days of the date of the Seller’s invoice. [notification of despatch].

6.3 Any claim for damages shortages or non-delivery of Goods or equipment must be notified to the carrier by the Buyer within the carrier’s prescribed time limit.

6.4 Any liability of the Seller for the Goods or the Services under this clause shall be limited to at the Seller’s discretion either, replacing the Goods or reperforming the Services within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or Services.

6.5 The Seller’s weights or meterage recorded at Delivery Point shall be conclusive evidence unless proved to be incorrect. The Seller will endeavour to supply the exact quantity of Goods ordered but the Seller may supply up to 10% more or less than the exact quantity ordered. A pro rata charge or allowance at the contract price will be made to cover any variation in excess of 1% of the quantity ordered.

7. Cancellation

7.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the contract or part thereof, or fails to take delivery of any Goods and/or accept supply of any Services at the time agreed (if any) or if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Seller to claim damages) to indemnify and keep indemnified the Seller against any resulting loss, damage or expense incurred by the Seller in connection with the supply or non-supply of the Goods and/or Services including the cost of any services, material, plant or tools used or intended to be used therefor and the cost of labour and other overheads including a percentage in respect of profit.

8. Force majeure

8.1 The Seller shall not be liable to the Buyer in any manner or be deemed to be in breach of this Contract because of any delay in performing or any failure to perform any of the Seller’s obligations under this Contract if the delay or failure was due to any cause beyond the Seller’s reasonable control.

8.2 Without prejudice to the generality of condition 8.1 the following shall be included as causes beyond the Seller’s reasonable control:-

8.2.1 governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;

8.2.2 Act of God, fire, explosion, flood, ice obstruction, epidemic, blight or accident;

8.2.3 Import or export regulations or embargoes;

8.24 labour disputes;

8.2.5 electricity supply failure.

9. Risk/title

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or deemed delivery to the Buyer or its agent or in the event that the Buyer delays in taking delivery within 7 days of the Buyer being notified the Goods are ready for delivery.

9.2 Title to the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of.-

9.2.1 the Goods; and

9.2.2 all other sums which are or which become due from the Buyer to the Seller on any account.

9.3 Until title to the Goods has passed to the Buyer, the Buyer must:-

9.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;

9.3.2 store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;

9.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.3.4 maintain the Goods in satisfactory condition insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance

9.4 The Buyer may resell the Goods before property has passed to it solely on the condition that:

9.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value and the Buyer shall account to the Seller accordingly; and

9.4.2 any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

9.5 The Seller shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed from the Seller.

9.6 The Buyer grants the Seller, 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 contract is terminated under clause 16, to recover them.

10. Price

10.1 The price for the Goods and/or the Services shall be the price set out in the Seller’s quotation or price list (as applicable).

10.2 The price for the Goods and/or the Services is exclusive of any VAT or any other applicable tax which the Buyer shall pay in addition when it is due to pay for the Goods and/or Services.

10.3 The price for the Goods and/or Services is given on an ex-works basis and where the Delivery Point is other than at the Seller’s premises the Buyer shall pay the Seller’s charges for export duties, transport, packaging, loading, unloading and insurance and reimburse the Seller for any foreign excise or other taxes in addition.

10.4 The price for the Goods and/or Services is based on current costs including materials, equipment and wages. The Seller reserves the right to amend the contract price to take into account any variation of these costs to the Seller.

11. Payment

Unless otherwise agreed in writing:

11.1 Time for payment shall be of the essence and shall be made in sterling.

11.2 The Seller may invoice the Buyer for the Goods and/or Services at any time after delivery or deemed delivery and/or performance of the Services.

11.3 Where no account has been agreed by the Seller the Goods will not be delivered and/or the Services will not be performed until the Seller is paid the amount shown on the pro-forma invoice relating to the Goods and/or the Services.

11.4 Where payment has been agreed, payment shall be made 30 days from the date of the Seller’s invoice unless otherwise notified to the Buyer in writing. The price will either become payable upon delivery of the Goods or on performance of the Services on a works carried out basis or both.

11.5 No payment shall be deemed to have been received until the Seller has received cleared funds.

11.6 All payments payable to the Seller under this Contract shall become due immediately upon termination of this Contract despite any other provision.

11.7 The Buyer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Buyer has a court order for such amount.

11.8 The Seller may appropriate any payment made by the Buyer to the Seller to such of the Goods and/or Services as the Seller thinks fit despite any purported appropriation by the Buyer.

11.9 If the Buyer fails to make any payment under this Contract on the due date then (without prejudice to its other rights and remedies) the Seller may:

11.9.1 charge the Buyer interest (both before and after judgement) on the amount unpaid at the annual rate of 8% above NATWEST BANK PLC’s base rate from time to time accruing on a daily basis until payment is made in full; and

11.9.2 if payment is overdue for more than 30 days suspend further deliveries and/or the Services without liability to the Buyer, at the Buyer’s cost.

12. Quality

12.1 Where the Seller is not the manufacturer of the Goods or does not itself perform the Services the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.

12.2 The Seller warrants that (subject to the other provisions of these Conditions) in respect of Goods manufactured by the Seller or Services personally performed by the Seller, the Goods and/or Services upon delivery, and for a period of 60 days from the date of despatch of the Goods or the date of the Seller’s invoice for such Services, will be of satisfactory quality;

12.3 The Seller shall not be liable for a breach of any of the warranties in condition 12 unless:-

12.3.1 the Buyer gives written notice of the defect to the Seller and (if the defect is as result of damage in transit) to the carrier within 7 days of:-

12.3.1.1 the date of delivery (where the defect would be apparent to the Buyer upon a reasonable inspection); or

12.3.1.2 the date when the Buyer knew or ought reasonably to have known of the defect (where the defect would not be apparent to the Buyer upon a reasonable inspection); and

12.3.2 the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and/or Services and the Seller is reasonably satisfied that the Goods and/or Services are defective in material or workmanship.

12.4 The Seller shall not be liable for a breach of any of the warranties in condition 12 if:

12.4.1 this is fair wear and tear; or

12.4.2 the defect arises as a result of any alteration in any way whatsoever, misuse (including incorrect use) or unauthorised repair of the Goods or Services; or

12.4.3 because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, use or maintenance of the Goods or any instructions relating to the Goods or (if there are none) good trade practice; or

12.4.4 the defect in the Goods and/or Services arises from any design defect in any drawing, design or specification or equipment supplied or approved by the Buyer.

12.5 If the Buyer makes a valid claim against the Seller based on a defect in the quality of the Goods or the Services the Seller shall at its option repair or replace such Goods or the defective part (and/or reperform the Services) free of charge or refund the price of such Goods and/or services at the pro-rata Contract rate.

12.6 If the Seller complies with condition 12.5 it shall have no further liability for a breach of any of the warranties in condition 12.2 in respect of the quality of such Goods and/or Services.

12.7 Any Goods replaced will belong to the Seller, any repaired or replacement Goods or Services reperformed or remedied will be guaranteed on these terms for the unexpired portion of the [60 day] period.

13. Limitation of liability

13.1 Subject to clause 12.6, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

13.1.1 any breach of these Conditions; and

13.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the Contract except where the Goods are sold to a person who deals as a consumer.

13.3 Nothing in these Conditions excludes or limits the liability of the Seller for:

(i) death or personal injury caused by the Seller’s negligence;

(ii) fraudulent misrepresentation.

THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITIONS 13.4 AND 13.5.

13.4 Subject to conditions 13.2 and 13.3:-

13.4.1 the Seller’s total financial 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 CONTRACT PRICE; and

13.4.2 the Seller shall not be liable to the Buyer by reason of any representation (other than made fraudulently) or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Seller, its employees, sub-contractors or agents) which arise out of or in connection with the Contract.

13.5 The Buyer shall indemnify the Seller against all liability, actions proceedings, costs, claims, damages or demands in any way connected with this Contract brought or threatened to be brought against the Seller by any third party except to the extent the Seller is liable to the Buyer in accordance with these Conditions.

14. Export

Where the Goods are to be exported to the Buyer and/or the Services are to be supplied to the Buyer outside the United Kingdom:-

1.The Uniform Laws on International Sales Act 1967 shall not apply to the contract.

2. Payment will be in Pounds Sterling in England. The Buyer will establish and maintain in favour of the Seller an irrevocable and confirmed letter of credit in English with a U.K. clearing bank payable on drafts drawn at sight upon presentation to the bank by the Seller of a certified copy of the Seller’s invoice. Such letter of credit shall be established at least 30 days prior to anticipated shipment date of the Goods and/or supply date of the Services and shall cover the full price of the Goods and/or the Services (including applicable taxes) and such letter of credit shall be divisible. All bank charges and other expenses in relation to the letter of credit shall be for the Buyer’s account.

3.The Goods will be sold F.O.B. or C.I.F. (Incoterms 1990) at the option of the Seller and the Seller will be under no obligation to give the Buyer notice as specified in Section 32(3) of the Sale of Goods Act 1979.

4.The Buyer will procure in good time all import permits and approvals necessary and will promptly pay all customs and import duties which may become payable.

15. Photographs

The Seller reserves the right to take photographs of all or any part of the goods and/or Services supplied for record and/or promotional purposes.

16. Termination

16.1 The Contract will terminate immediately upon the happening of any one or more of the following, namely, that the Buyer has had a bankruptcy order made against him or has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.

16.2 The Contract will terminate immediately upon service of written notice of termination by the Seller on the Buyer on the happening of any one or more of the following, namely, that the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it or has failed to observe or perform any of its obligations or duties under the Contract or any other contract between the Seller and the Buyer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer has ceased to trade.

16.3 The Seller’s rights contained in the clause headed “Risk/Title ” (but not the Buyer’s rights) shall continue beyond the discharge of the parties’ primary obligations under the Contract consequent upon its termination.

16.4 The termination of the Contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination.

17. General

17.1 Each right or remedy of the Seller under this Contract is without prejudice to any other right or remedy of the Seller whether under this Contract or not.

17.2 Any provision of this Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of this Contract and the remainder of such provision shall not be affected.

17.3 Failure by the Seller to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.

17.4 A waiver by the Seller of any breach of this Contract by the Buyer will not be construed as a waiver of any subsequent breach of the same or any other provision.

17.5 The Seller may assign, license or sub-contract all or any part of its rights or obligations under this Contract without the Buyer’s consent.

17.6 This Contract is personal to the Buyer who may not assign, license or subcontract all or any of its rights or obligations under this Contract without the Seller’s prior written consent.

18. Law and Dispute Resolution

The formation, interpretation and operation of the Contract will be subject to English law and the Buyer submits himself to the exclusive jurisdiction of the English Courts.