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General Conditions of Sale

1. APPLICATION OF THESE CONDITIONS

  1. In these Conditions the Company' means Steelway Fensecure Ltd., "the Purchaser" means the person firm or company to whom a tender or quotation is addressed or whose order is accepted by the Company, the Goods" means all materials supplied under the contract, "the Contract Price" shall mean the price agreed for the Goods, and the Contract" means a contract between the Company and the Purchaser relating to the Goods.
  2. All quotations are made and all orders accepted subject to the following conditions and all other conditions whatsoever are excluded from the contract, or any variation thereof, unless expressly accepted by the Company in writing.
  3. A quotation given by the Company is art invitation to the Purchaser to make an offer only and no order of the Purchaser shall be binding on the Company unless it is accepted in writing by the Company on the Company's acceptance of order form.
  4. Prices quoted are (except where expressly stated) for the total quantities shown and for delivery at one time to one destination in one size and in one quantity.
  5. Quotations shall be available for acceptance for a maximum period of 30 days and may be withdrawn by the Company within such period by written or oral notice.
  6. Unless otherwise stated, quotations are submitted for the supply of Goods only. Erection charges, when given, include for assembling the Goods supplied on a continuous basis, but not including the cutting away or making .good brickwork, nor the supply and erecting of any scaffolding.

2. CANCELLATION

Cancellation will only be accepted by the Company on condition 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 by the Purchaser to the Company forthwith.

3. DESCRIPTIONS

Descriptions and illustrations of Goods in the Company's publicity material, price lists and the like, are approximate and for general guidance only; neither they nor representations made by any of the Company's employees or agents form part of the Contract.

4. AVAILABILITY OF MATERIALS AND PRODUCTIVE CAPACITY

  1. Quotations are subject to raw material availability and productive capacity at the time of order.
  2. Materials to be sold from stock are offered subject to the same being unsold on receipt of order.

5. DELIVERY AND PASSING OF RISK

  1. Carriage is paid on all orders for amounts in excess of £1500.00
  2. Unless otherwise agreed in writing and whether or not the Company shall arrange transport by its own vehicles or otherwise, delivery shall be deemed to have been effected and risk shall pass to the Purchaser when Goods leave the premises of the Company.
  3. Without prejudice the generality of condition 5(a), the Purchaser shall be responsible for any damage caused to and all other risks whatsoever in relation to the Goods in connection with their off loading and receipt at the Purchaser's premises or other site specified for delivery.

6. DELAY IN DELIVERY

  1. Time for delivery is given as accurately as possible but is not guaranteed and under no circumstances will delay entitle the Purchaser to treat the contract as repudiated or to damages.
  2. Where deliveries are made by installments against the Contract the Company's failure to make any delivery shall not entitle the Purchaser to repudiate the Contract.

7. PRICE

  1. Unless the Contract expressly provides otherwise the price payable by the Purchaser for the Goods shall be the Company’s price as stated in its acknowledgement of order form, to which shall be added V.A.T. and/or any other tax or duty relating to the sale or delivery of the Goods and the Company reserves the right where applicable to charge to the Purchaser 'the appropriate freight/delivery and other charges for delivery outside UK mainland.
  2. The quoted price is based upon costs of component parts, raw materials, labour and other factors current at the date of the Quotation. The Company shall be entitled to increase the quoted price in the event of any changes in such costs at any time prior to the date of delivery of any particular part of the Goods and the Customer shall pay such increases in addition to the quoted price.
  3. Any costs charges or expenses incurred by the Company which arise from any act or default of the Purchaser including in particular any vehicle demurrage or storage charges shall be charged extra to the Purchaser.
  4. In the event that the Company accepts variations requested by the Purchaser to terms and specifications of the Contract, then the Company may make additional charges therefore.

8. TERMS OF PAYMENT FOR AGREED CREDIT ACCOUNTS

  1. Time of payment is of the essence of the Contract.
  2. Payment is due on the 10th day of the month for agreed credit accounts following the month in which the Goods are delivered except as specified below.
  3. Where goods are subject to inspection at the Company's works 80% of the sum due shall be paid on notification that goods are ready for inspection and the balance one month after approval and dispatch.
    For contracts where the quotation was for delivery and erection on prepared site 80% of sum due shall be paid on delivery of the Goods to site and the balance on completion, or monthly, as work proceeds.
    No responsibility is assumed in the Company's quotation for Architects or Engineers retention figure unless agreed in writing at the time order is placed.
  4. Where the Purchaser makes default under the Contract or any contract with the Company in payment of the due date of any amount due to the Company then the Company may postpone delivery of the Goods or the Fulfilment of its own obligations or may cancel all the Contract or any other contract but without prejudice to any right or remedy which the Company may have against the Purchaser. .
  5. The Purchaser shall not be entitled to withhold payment of any amount payable under the Contract to the Company, 'because of any disputed claim of the Purchaser in respect of faulty goods, etc.
  6. The Company shall be entitled to interest on any part of the Contract price not paid by its due date from that date until payment at the rate of 2 per cent above Bank of England base rate for the time being.

9. OWNERSHIP OF GOODS

  1. The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the Contract price together with the full price of any other goods the subject of any contract between the Company and the Purchaser.
  2. Until such time as the purchaser becomes the owner of the Goods he will store them on his premises separately from his own goods or those of any person and in a manner which makes them readily identifiable as the Company's goods.
  3. The Purchaser acknowledgement that until such time as the property in the Goods passes to the Purchaser he is in possession of the Goods as a Bailee for the Company.
  4. Until payment due under all contracts between the Purchaser and the Company has been made in full, in the event of sale of the goods by the Purchaser:
    1. the Company shall be entitled to trace all proceeds of sale received by the Purchaser through any bank or other account maintained by the Purchaser; and
    2. the Purchaser shalt if requested by the Company in writing to do so assign its rights to recover the selling price of the goods from the third parties concerned.
  5. The Company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stores, with appropriate transport, and may repossess the same.
  6. Drawings supplied by the Company are the Property of the Company and protected by the laws of confidentiality and copyright. They must not be disclosed to any third party or reproduced in any form, including manufacture shown therein, without the prior written consent of the Company.

10. TOLERANCES AND TEST CERTIFICATES

  1. All dimensions and other characteristics quoted are subject to the tolerances provided by the appropriate British Standards or other standards specified in the Contract.
  2. The Company shall not be obliged to produce test performance and radiography certificates or safety critical certificates unless requested by the Purchaser and accepted by the Company in writing.
  3. The Purchaser shall pay for all test pieces which comply with specification.
  4. Unless otherwise agreed in writing at tests and inspections shall take place at the Company's works.

11. SHORTAGES AND DEFECTS APPARENT ON INSPECTION

  1. (a) The Purchaser shall have no right or claim for defects apparent on inspection unless:-
    1. the Purchaser inspects the Goods supplied within three days of their arrival at the premises to which they are delivered: and
    2. a written complaint is sent to the Company immediately after inspection by the Purchaser specifying the defect and where applicable a written complaint is sent to the carrier within three days of delivery or such longer period as the carrier's conditions of business permit; and
    3. The Company is given opportunity to inspect the Goods before any use is made thereof or any alteration or modification is made thereto by the Purchaser.
  2. Save where the Company or its servants have been negligent the Company shall in no circumstances be liable for claims for loss or damage in transit.
  3. If a complaint is not made to the Company as herein provided by this condition then the Goods shall be deemed to have been delivered free of defects which would have been apparent on inspection.
  4. Where a valid complaint is made by the Purchaser pursuant to this condition the Company will make good the shortage and/or deliver replacements or as its option repair the goods as the case may be but shall have no further liability whatsoever by reason thereof or by reason of any delay consequent thereupon.

12. GUARANTEE

  1. The Company guarantees the Goods against defective workmanship and materials for a period of 12 months from delivery of the Goods. The Company will at its option rectify or replace or refund the net invoiced price (less any allowance for scrap value) in respect of the Goods which have been shown to be defective. If so requested the Purchaser will take all necessary steps to enable the Company to carry out rectification work to the Goods at the Purchaser's premises or at the place or site where they are located. If the Company does so rectify the Goods or supply substitute goods the Purchaser shalt be bound to accept such rectified or substitute goods in full satisfaction of the obligations of the Company under the contract.
  2. The Goods are not warranted or guaranteed to be free from surface defects discernible only by magnetic crack detection unless such requirements are set out by the Purchaser in the material specification or otherwise communicated in writing to the Company prior to acceptance of order.
  3. The Company relies upon testing, examination and research carried out by the supplier of the Goods to the Company for the purpose of the Health and Safety at Work etc. Act 1974.
  4. The Purchaser shall in any event have no claim or set-off in respect of defects unless written complaint is sent to the Company as soon as the defect is noticed and no use is made of the Goods thereafter nor alteration made thereto by the Purchaser before the Company is given an opportunity to inspect the Goods.
  5. The Purchaser is solely responsible for ensuring that the Goods are fit for any particular purpose, and no warranty or condition of fitness for any particular purpose is to be implied into the Contract.

13. LIABILITY

Save as stated in Condition 11 and 12 (and save in respect of death or personal injury resulting from the negligence of the Company its servants or agents) the Company shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Purchase against the Company whether in contract or in tort {including negligence on the part of the Company its servants or agents) arising out of or in connection with any defect in the Goods or their fitness or otherwise for any particular purpose or any act omission neglecter default of the Company its servants or agents in the performance of the Contract.

14. SUB-CONTRACTORS

The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations.

15. FORCE MAJEURE

The Company shall not be under any liability for any delay, loss or damage caused wholly or in part by Act of God, war, fire, accident, transport, delays, governmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company's employees or not or by reason of any other act, matter or thing beyond its control (including acts matters or things which occur at or in relation to any suppliers of raw materials or services to the Company).

16. TOOLS AND DIES

All tools and dies used in the production of any Goods, whether paid for in whole or part by the purchaser shall remain in the possession of the Company.

17. PROCESSING DONE ON THE PURCHASER'S MATERIAL

  1. All processing of or any work done on the Purchaser's materials is entirely at the Purchaser's risk and the Company accepts no liability for damage to such material howsoever arising and the Purchaser shall indemnify the Company against all damages penalties costs and expenses to which the Company may become liable as a result of the use of such material.
  2. Without prejudice to any other remedies which the Company may have the Company shall in respect of all debts due and payable by the Purchaser to the Company have a general lien on all property of the Purchaser as it thinks fit and to apply any proceeds of sale thereof towards the payment of such debts.

18. PACKING MATERIALS

Packing materials, containers and pallets are returnable. Where such packing materials are charged as an extra, credit will be allowed if returned carriage paid and received in good condition.

19. SUSPENSION OF DELIVERY

The Company shall I in addition to its other rights under those conditions) have the right to suspend all further deliveries of the Goods upon the occurrence of any of the following events:

  1. distress or execution being levied on any property of the Purchaser;
  2. an administrator or receiver being appointed of the whole or any part of the assets or undertaking of the Purchaser;
  3. Presentation of a petition or a resolution being passed for the winding-up of the Purchaser (except for the purposes of amalgamation or reconstruction).

20. LEGAL

The Contract shalt be governed and interpreted exclusively according to the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.