Terms & Conditions of Sale
(Last updated 3rd February 2023)
In these Terms and Conditions of business the following meanings shall apply:
“the Company”shall mean Dyfed Steels Limited
“the Customer”shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company
2 Conditions Applicable
2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of goods entered into by the Company. Any conditions of the Customer or other terms and conditions or warranties whatsoever are excluded from the contract unless expressly offered or accepted or by the Company in writing. These Terms and Conditions shall be deemed to be incorporated in any quotation issued by Company and the Customer’s own conditions shall not be regarded as a counter offer.
3.1 The Customer acknowledges that no contract was entered into in reliance on any representations other than those incorporated in the Company’s quotation and these Conditions, and particularly no catalogue or price list shall form part of the contract documents,
3.2 A quotation by the Company shall not constitute an offer and there shall be no binding contract until the Company has accepted the order by acknowledging it in writing or by fulfilling it.
4 Tolerances and sale by Weight
4.1 Goods will be supplied within the rolling tolerances stated within the manufacturer’s price list at the time of forming the contract or. where there is no applicable price list in force at that time, within the rolling tolerances customary within the trade.
4.2 Where goods are sold by weight. the amount payable for each delivery will be determined (at the option of the Company) either from the actual weight or from the calculated weight shown in the Company’s price list at the time of forming the contract, but where there is no weight shown in the price list, in accordance with the manufacturer’s usual practice.
5.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery.
5.2 If goods are sold and delivered to the Customer in instalments each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
6 Cancellation and Variation
6.1 No cancellation, suspension or variation by the Customer of any order accepted by the Company shall be valid unless agreed by the Company.
7 The Price and Payment
7.1 The price to be paid by the Customer shall be the sum(s) shown by the Company’s invoice(s). This price shall be based on the sum quoted to the Customer but may be adjusted to reflect any material changes in manufacturing and raw material costs, transport and fuel costs, additional costs imposed by suppliers and changes in import and export or other duties and taxes.
7.2 Payment of the price and VAT shall be due by the end of the month following the month in which the goods were dispatched for delivery. Time for payment shall be of the essence and payment must be made without set-off or credit unless the same is for a liquidated amount which has been agreed in writing by the Company.
7.3 Where goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.
7.4 If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right to suspend all further deliveries until the default is made good and/ or to cancel the contract so far as any goods remain to be delivered thereunder. All sums payable by the Customer shall become immediately due and payable whether or not invoiced by the Company.
7.5 In the event that the Customer fails to pay any monies by the due date, the Company shall charge the sums by way of interest and compensation for late payment as they are entitled to pursuant to the Late Payment of Commercial Debts Act 1998 and Regulations made thereunder.
8 Title and Risk
8.1 The risk in goods sold to the Customer shall pass to the Customer upon tender for delivery so that the Customer is responsible for all loss damage or deterioration of the goods or a part thereof at the time of the tender save that if the goods are sold ‘ ‘ex works” and are not collected by the Customer by the due date for collection the goods shall be at the sole risk of the Customer thereafter.
8.2 Title in the goods or any part thereof shall only pass to the Customer when payment in full for all goods whatsoever supplied and all services rendered at any time by the Company has been made.
9.1 If any distress or execution shall be levied on the Customer’s property or assets or any part thereof, or if the Customer shall make or offer to make any arrangement or composition with its creditors generally or if the Customer:-
(a) being an individual, commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him; or
(b) being a partnership, if the said partnership is dissolved for whatsoever reason or if any partner commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy shall be presented or made against any partner or the partnership; or
(C) being a limited company, if proceedings are commenced for the liquidation of the Customer or if a meeting of creditors is called pursuant to Section 588 of the Companies Act 1985 or if a resolution is passed for the voluntary winding up of the Customer(other than a members voluntary winding up for the purpose of amalgamation or reconstruction only) or the appointment of an Administrator or if a Receiver is appointed of all or any of the assets of the Customer, or the Customer ceases, or threatens to cease, to carry on business then the Company shall have the right forthwith to determine all subsisting contracts whether remaining to be performed in whole or in part by serving written notice of such determination on the Customer, and all monies due to the Company shall become immediately due and payable.
10 Short Weight claims
10.1 The Company shall have no liability in respect of any claim for short weight unless notice is given to the Company within 24 hours of delivery and confirmed in writing within 72 hours thereafter, and the Company is afforded a reasonable opportunity to inspect and weigh the goods before being processed or moved.
11 Excluded Conditions
11.1 Subject as expressly provided in these Conditions and except where goods are sold or services provided to a person dealing as consumer within the meaning of the Unfair Contract Terms Act 1977 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
12 Restriction of Liability
12.1 The Company shall not in any event be liable for loss of profits, loss of use, wasted working or overhead costs, management time costs, collateral damage or of contracts arising out of the supply or failure of supply of goods or services by the Company (other than liability for death or personal injury resulting from the negligence of the Company) and whether arising from breach of contract, negligence or for any other liability howsoever arising. whether by statute or otherwise.
12.2 In all other cases it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the contract price or the goods forming the subject of the claim or claims.
12.3 Goods which are defective shall at the option of the Company be replaced free of charge as an alternative to the payment of any sum.
12.4 NO liability for such losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery.
12.5 For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.
13 Force Majeure
13.1 In this agreement “force majeure” shall mean any cause preventing either party from performing all or any of it’s obligations (except for the Customer’s obligation to make payment of the price in accordance with clause 7 above) which arises from or is attributable to acts, omissions. or accidents beyond the reasonable control of the party so prevented, including strikes. lock-outs, trade dispute or other disturbance, act of God, war, riot, fire, flood. difficulty in obtaining workmen, fuel, materials or transport, government restrictions or the exercise of government authority, whole or partial failure Of equipment or the Company’s suppliers.
13.2 If either party is prevented or delayed in the performance of any of its obligations under this contract by force majeure, that party shall forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances, and shall, subject to service of such notice have no liability in respect of the performance of such of its obligations as are prevented by the force majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all its reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
14 Applicable Law
14.1 These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with the Laws Of England. The Courts of England and Wales shall have exclusive jurisdiction to deal with litigation arising out of contracts made hereunder.