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John S Shackleton (Sheffield) Ltd
4 Downgate Drive
Sheffield
S4 8BU.
   
Tel:     01142 444767
Fax:  01142 425965
Email:  
sales@john-s-shackleton.co.uk
accounts@john-s-shackleton.co.uk
TERMS AND CONDITIONS OF SALE 1 DEFINITIONS

In these conditions “Company” means John S. Shackleton (Sheffield) Ltd. “Buyer” means any company, firm or individual from whom the Company received an order which the Company has accepted (in writing): “Goods” means the products, materials and / or services to be supplied by the Company.

2 APPLICABILITY OF CONDITIONS

The Company accepts orders for the supply of Goods subject only to these conditions. The Buyer accepts that these conditions shall govern relations between himself and the Company to the exclusion of any other terms including without limitation, conditions and warranties (written or oral, expressed or implied) even if contained in any of the Buyer’s documents which purport to provide that the Buyer’s own terms shall prevail. No variation or qualification of these conditions or of any quotation or order arising there from shall be valid unless agreed in writing between the parties.

3 PRICE

3.1 Unless fixed prices have been specifically agreed by the Company, notwithstanding any offer, quotation, tender, price list all prices are subject to alteration without notice and Goods will be invoiced at prices ruling at the date of despatch.

3.2 Without prejudice to Clause 3.1, the Company reserves the right to re-price any quotation or enquiry if the Goods or quantities ordered differ in any way from the original enquiry or quotation.

3.3 All prices are quoted exclusive of Value Added Tax (“VAT”) and VAT will be added to all invoices at the rate applicable on the tax point date which date shall be the date of the invoice. Where before delivery or the date of the invoice whichever is the earlier, the Goods become subject to any additional duty, VAT or any other tax or surcharge, in excess of the sum specified for such liabilities in the Company’s quotation or invoice, the Buyer shall be charged and will pay such extra duty, fax or surcharge.

4 TEST CERTIFICATE

The Company shall not be required to supply test certificates unless the same are requested a reasonable time before delivery and the Company may charge a reasonable fee for any certificate supplied.

5 QUANTITY TOLERANCE

All delivered orders are subject to a tolerance of plus or minus five percent (5%) of the quantity ordered. The Company shall be deemed to have fulfilled its contract if the Goods delivered fell within this tolerance.

6 DELIVERY

Delivery shall be deemed to be effective when the Goods are unloaded at the delivery address nominated by the Buyer or his agent for delivery, save where the Goods are to be collected by the Buyer or his agent, when the Goods are loaded onto the vehicle collecting them. The Company reserves the right to deliver goods by instalments and in such event each instalment shall be treated as a separate contract provided that deliveries of further instalments may be withheld until the goods or materials comprised in earlier instalments have been paid in full.

7 TIME FOR DELIVERY

Any periods of time quoted or accepted by the Company for despatch, delivery or completion of the order are to be treated as estimates only, not involving the Company in any liability to the Buyer in respect of loss suffered as a result of failure to despatch, deliver or complete within such a period of time.

8 STORAGE

If the Company does not receive forwarding instructions sufficient to enable despatch to be made within 14 days after notification that the goods are ready for despatch the Buyer shall be deemed to have taken delivery and the Company may (without prejudice to any of its other rights) dispose of the Goods ordered at the best price reasonably available or may arrange for storage of the Goods at the premises of the Company or elsewhere as the Company may so determine at the cost of the Buyer. The Company’s storekeeper’s receipt or that of any third party warehouse or a similar depository shall be deemed valid for all purposes including without limitation claiming payments under any relevant letter of credit as if it were the Buyer’s receipt for a clean bill of lading or other document as is called for to evidence or effect delivery of the goods.

9 CLAIMS

9.1 Notice of any claim relating to shortage of or damage to the Goods shall be made to the Company in writing within 48 hours of receipt of the Goods. In the event of loss or non delivery of the Goods the Customer shall notify the Company in writing within 3 days of receiving the advice note.

9.2 he Company will consider claims only if the above conditions are met and the claim is signed by the Customer and accompanied by full particulars giving the invoice and Company’s order number and the copy of the delivery note in respect of the Goods which, in the case of shortage or damage to the Goods, must bear an appropriately qualified signature, for example “material received damaged, (signed)”.

9.3 Allowance for claims for short weight may be made if considered appropriate by the Company provided always that the Company is given an opportunity to verify the same within 3 days of the claim being made. The Company’s liability hereunder in respect of any shortage, loss or damage to the Goods shall be limited to the proportion of the price attributable to the Goods lost or damaged.

10 VARIATION

10.1 If the Company makes a variation to the Goods in any way from the agreed specification at the customer’s request or pursuant to any legal requirement the Customer shall pay in addition to all other sums payable under this contract the cost of the variation insofar as the same increases the cost incurred by the Company in performing this contract.

10.2 The Contract Price is based on costs current at the date of this Contract. If during the period between the Contract date and the date of actual delivery such costs are increased to the Company the Customer shall pay such additional sum as incurred by the Company in performing this contract.

11 PAYMENT TERMS

11.1 Accounts are payable by the end of the month following the month in which delivery took place.

11.2 Where only part of the Goods are despatched, payment shall be made of the contract price attributable to that part.

11.3 In the event of any delay or delays in despatch or delivery which are attributable to the buyer’s actions or failure to act, the Buyer shall make payment to the Company in accordance with the above as if the Goods had been delivered at the time at which but for such delay or delays such delivery would have taken place.

11.4 Unless otherwise agreed in writing, the contract price shall be paid in Pounds Sterling.

11.5 Unless the Company’s offer specifies otherwise. If the Buyer is based overseas, payment shall be made by irrevocable letter of credit established in favour of the company at the time of placing of the order by the buyer or acceptance of the Company’s offer and confirmed by a first-class British clearing bank acceptable to the Company and maintained valid for cash drawings against presentation of the Company’s invoice(s) until final contract payments but in any case for at least three months after scheduled completion of the contract taking into account any agreed extension and the acceptance by the Company of the Buyer’s order is conditional upon such letter of credit being received with the order.

11.6 The Buyer agrees to arrange extension of such letter of credit for such period as may be requested by the Company from time to time.

11.7 All bank charges shall be to the account of the Buyer except in the case where the Company requests extension to account for any delay on its part for reasons within its control. In which case the Company shall bear the reasonable cost of such extension.

11.8 The Company reserves the right to charge interest on late payment of four percent per annum above the base rate quoted by the Royal Bank of Scotland plc from time to time on the daily balance from the due date until payment is made.

11.9 If any payment due to the Company under any contract falls into arrears all sums due to the Company shall become immediately due and payment and the Company shall have the right to cancel or postpone performance of the contract wholly or in part and to be paid immediately for performance of the contract.

11.10 No claim by the Buyer under warranty or otherwise shall entitle the Buyer to any deduction, retention or withholding any part of any sums due for payment hereunder. The Buyer shall not be entitled to any set-off of obligations within or between contracts with the Company.

12 RISK AND TITLE

12.1 The risk in the Goods shall pass to the Buyer on completion of delivery

12.2 Title to the Goods shall not pass to the Buyer until the Company has received payment in full (in cash or cleared funds) for:

12.2.1 the Goods; and

12.2.2 any other goods or services that the Company has supplied to the Buyer in respect of which payment has become due.

12.3 Until title to the Goods has passed to the Buyer, the Buyer shall
12.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;

12.3.2 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company’s property;

12.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods

12.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

12.3.5 notify the Company immediately if it becomes subject to any of the events listed in clause 15.2; and

12.3.6 give the Company such information relating to the Goods as the Company may require from time to time, but the Buyer may resell or use the Goods in the ordinary course of its business.

12.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 15.2, or the Company reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

13 WARRANTY

Subject to Clause 13a below

13.1 the Company warrants that the Goods are within the manufacturer’s usual mill tolerances as to quality and finish and shall replace or at its option refund the purchase price applicable of any Goods which do not in its sole opinion comply with this warranty. Provided always any claim under this warranty is made within 21 days of delivery of the Goods alleged to be defective.

13.2 The Buyer assumes responsibility for the capacity or performance of the Goods being sufficient and suitable for their intended use.

13.3 No warranty, condition or representation is given or made as to the quality of the Goods supplied hereunder their condition or their fitness for any particular purpose and such warranty, condition or representation whether expressed or implied whether by statute, by collateral agreement or from otherwise is hereby excluded.

13a NON-PRIMES (NP)/GENERAL COMMERCIAL QUALITY (QCG)

Goods sold as “NP” or “GCQ” are sold in their actual state, as seen, without warranty and with all faults whether or not the Goods have been inspected by the Buyer prior to delivery. Any statement, specification, description or other information provided by the Company in respect of such Goods is given in good faith but the Company can accept no responsibility for its accuracy. In no circumstances will the Company be under any obligation to replace or make good such Goods or entertain any claim whatsoever in respect thereof and the Buyer shall indemnify the Company against all claims made against it and losses, liabilities, costs and expenses consequent thereon which arise out of loss or damage of property or injury to or death or any person caused or alleged to be caused by or consequent upon the supply of a product (as defined in section 1 of the Consumer Protection Act 1987) to the Buyer as “NP” or “GCQ” goods sold to the Buyer by the Company or which has a component or components or includes or otherwise manufactured from any “NP” or “GCQ” goods supplied by the Company whether or not such claim is made pursuant to the said Act. If the Buyer shall resell such goods the Buyer shall ensure that a provision in similar form to this condition is incorporated in the Contract for such resale unless prior to reselling such goods the Buyer has caused the goods or such part thereof as the Buyer resells to comply with a recognised specification or standard.

14 CANCELLATION BY THE BUYER

The Buyer may cancel or suspend the contract only with the Company’s prior written consent following agreement by the Buyer to reimburse the Company in an amount to be determined by the Company.

15 TERMINATION BY THE COMPANY

15.1 If the Buyer becomes subject to any of the events listed in clause 15.2, or the Company reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Company without incurring any liability to the Buyer,, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.

15.2 For the purposes of clause 15.1, the relevant events are:

15.2.1 the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

15.2.2 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

15.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;

15.2.4 (being an individual) the Buyer is the subject of a bankruptcy petition or order;

15.2.5 a Creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

15.2.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;

15.2.7 (being a company) the holder of a qualifying charge over the Buyer’s assets has become entitled to appoint or has appointed an administrative receiver;

15.2.8 a person becomes entitled to appoint a receiver over the Buyer’s assets or a receiver is appointed over the Buyer’s assets;

15.2.9 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.1 to clause 15.2.8 (inclusive);

15.2.10 the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

15.2.11 the Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

15.2.12 (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

15.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

16 LIMITATIONS OF LIABILITY

16.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:

16.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

16.1.2 fraud or fraudulent misrepresentation;

16.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

16.1.4 defective products under the Consumer Protection Act 1987; or

16.1.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

16.2 Subject to clause 16.1:

16.2.1 the Company shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

16.2.2 the Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

17 FORCE MAJEURE

In the event of the Company being delayed in or prevented from performing its obligations hereunder owing to any cause whatsoever beyond the Company’s control including without limitation act of God, war, strikes, lockouts, trade disputes, difficulty in obtaining workmen or materials, breakdown of equipment, or any other cause, the Company will not be liable for any loss damage or expenses incurred and shall be at liberty to cancel or suspend the contract without incurring any liability arising therefrom, and the Customer shall not be entitled to terminate the contract.

18 LAW AND INTERPRETATION

18.1 This contract represents the entire agreement between the parties and supersedes all earlier warranties, representations or statements (whether oral or in writing) and may only be varied or amended in writing between the parties.

18.2 The headings of each provision are intended to be for convenience only and do not affect the interpretation thereof.