Terms & Conditions

DEFINITIONS

”the company” means STAINLESS FINISHING SOLUTIONS LTD Whose registered office is situated at Walstan House, 39 Barnard Road, Bowthorpe, Norwich NR5 9JB.

“the Conditions” means the terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer

“the Customer” means the person firm or company purchasing or agreeing to purchase Goods from the Company in accordance with the Conditions

“Contract” means the contract between the Company and the Customer for the sale and purchase of the Goods “Delivery Date” means the date specified by the Company when the Goods are to be delivered

“Goods” means all goods materials or any part thereof being the subject of any contract to which the Conditions apply together with any services supplied to the Customer by the Company or by any third party on behalf -of the Company

“Intellectual Property” means all patents patent applications trade marks trade names logos designs emblems insignia facia slogans copyright know-how information drawings plans and other identifying material whether or not registered or capable of registration and any other proprietary rights whatsoever owned or available to the Company adopted or designated now or at any time hereafter by the Company use in connection with the Goods

“Named Vessel” means the vessel nominated by the Customer to which the Company shall make delivery of the Goods on the Delivery Date

“Named Port” means the port nominated by the Customer and where the Named Vessel is lying to which the Company shall make delivery of the Goods on the Delivery Date

“Order” means the Customer’s written or oral order for Goods

“Price” means the price quoted by the Company and set out in a written quotation or confirmation of Order from the Company to the Customer (or when no price has been quoted a reasonable price) excluding VAT other taxes and of packing and delivery

“VAT” means value added tax at the rate from time to time in force

CONDITIONS APPLICABLE:
1. The Company shall sell and the Customer shall purchase the Goods in accordance with the terms agreed orally or in writing with the Customer subject in either case to the Conditions which shall govern the Contract to the exclusion of any other terms and conditions and in placing an Order the Customer shall be deemed to have read and accepted the Conditions
2. No variation to the Conditions shall be binding unless agreed in writing by the authorised representative of the Company
3. No agent or employee of the Company has authority to make any representation or otherwise to transact business with the Customer for the sale of the Goods other than in accordance with the Conditions. The Customer therefore acknowledges that it does not rely upon any representations other than those representations confirmed in writing by the Company
4. Any typographical clerical or other error or omission in any brochure sales literature supplier’s specification quotation price list Order invoice or other documentation shall be subject to correction without any liability on the part of the Company unless such correction fundamentally changes the Customer’s obligations under the Contract to the Customer’s detriment in which case the Customer shall be entitled to cancel the Contract within 7 days of notification by the Company of such a fundamental change. In the event of cancellation by the Customer pursuant to this clause the Company shall return to the Customer any deposit paid.
5. Unless otherwise agreed by the Company in writing any quotation given by the Company may be withdrawn at any time prior to acceptance by the Customer and in any event shall lapse after 30 days
ORDERS AND SPECIFICATIONS:
1. The Company shall be entitled to alter the specification of the goods in order to:-
  1. to reflect technological changes and current availability or
  2. in order to conform with any applicable safety or other statutory or EU requirements or
  3. which do not materially affect the quality or fitness for purpose of the Goods or
2. Where the Company agrees to supply Goods to comply with the Customer’s specification such specification shall be supplied to the Company at the time of the Order. Subject to clause 3.1 the Company will then endeavour to supply goods to the required specification
3. The Company shall have no liability for any alleged failure of the Goods to conform to the contract specification unless such failure is notified within 72 hours of their being delivered or collected
4. Save as otherwise provided no Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall at the Company’s discretion indemnify the Company in full against all loss (including loss of profits) including the cost of all labour and materials used damages charges and expenses incurred by the Company as a result of such cancellation
PRICE:
1. If at any time before the delivery or collection of the Goods the Company deems it necessary to increase the Price to give effect to any increase in the cost to the Company which is due to any factor beyond the control of the Company it shall have the right to give written notice of such increase to the Customer increasing the Price. In the event that such notice increases the Price by more than 10% the Customer shall have the right to cancel the Contract within 7 days of the receipt by it of such notice failing which such increase shall be added to the Price
2. Notwithstanding the provisions of clause 4.1 above any increase in the cost to the Company necessitating an increase in the Price which is a result of any change in specification of the Goods which is requested by the Customer or as a result of any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions or as a result of any alteration necessary as a consequence of any increase in or imposition of any tax or duties shall not entitle the Customer to cancel the Contract on receipt of a written notice of such increase in the Price
PAYMENT:
1. Subject to any special terms agreed in writing between the Company and the Customer the Company shall be entitled to invoice the Customer for the Price and VAT at the rate prevailing on the date of the Company’s invoice together with the costs of packing and delivery before on or at any time after collection or dispatch of the Goods
2. Payment shall be due on the date of the invoice (the ‘Due Date’). If payment is not made within 30 days of the Due Date then interest will be charged on a day to day basis whether before or after judgment at the rate of 4% per annum over the base tending rate of Lloyds Bank Plc from time to time in force calculated from the date payment is due until the actual date of payment. Time of payment shall be of the essence of the Contract
3. If the Customer fails to make payment on the Due Date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract and/or suspend the provision of any further Goods to the Customer
DELIVERY AND RISK:
1. The time for delivery or collection of the Goods or completion of services forming part of the Goods shall not be of the essence and any times given are estimates only and failure to comply with those estimates shall not be a breach of the Contract
2. The Goods shall be at the Customer’s risk from the time the Goods are collected. by or on behalf of the Customer from the Company’s premises. If the Goods are delivered to the Customer’s premises by the Company, then they shall be at the Customer’s risk from the time the Goods enter the Customer’s premises. The Company reserves the right to make a charge to cover any extra costs involved for delivery to a different address or for storage of the Goods
3. The Customer is required to inspect the Goods immediately upon delivery and to notify the Company of any defects or complaints within 72 hours. Failure to notify the Company within such period shall be deemed acceptance of the Goods by the Customer
4. If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:-
  1. store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage or
  2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the Price or charge the Customer for any shortfall below the Price
5. Where the Goods are to be delivered overseas and the Company agrees in writing that delivery shall be f.o.b:
  1. the Goods shall be delivered to the Customer by delivery on board the Named Vessel lying at the Named Port on the Delivery Date. The Company shall promptly notify the Customer that the Goods have been delivered aboard. Risk in the Goods shall pass to the Customer upon such delivery being effected. The Company shall promptly provide the Customer with a clean shipped bill of lading in respect of the Goods
  2. the Customer shall reserve the necessary space on board the Named Vessel and give the Company due notice of the loading berth and any revised delivery dates to the Named Vessel. The Customer shall bear any additional cost caused due to the failure of the Named Vessel to be available to load the Goods on the Delivery date
  3. no claim for damaged Goods or for non-delivery will be accepted by the Company unless written notice of such damages is received by the Company within 72 hours of receipt of the Goods by the Customer, or within 72 hours of the defect being discovered where the defect could not reasonably have been discovered earlier (or in the case of non-delivery) 72 hours from the date on which the Goods could in the normal course of events have been expected to be received by the Customer
PROPERTY IN GOODS:
1. Notwithstanding risk in the Goods passes to the Customer in accordance with clause 6.2 (and where applicable clause 6.5) the Goods shall remain me sole and absolute property of the Company and title to and legal and equitable ownership of the Goods shall not pass to the Customer until payment is received by the Company for all monies due from the Customer to the Company on any account

1. Until payment is made in full of all monies due from the Customer to the Company on any account the Customer is in possession of the Goods solely as fiduciary agent and bailee for the Company and the Company may require the Customer to redeliver the Goods to the Company failing which the Company shall be entitled to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. The Customer may sell or use the Goods in the ordinary course of business but until the Customer has discharged all its payment obligations to the Company as aforesaid all prices of such sale or use shall be the property of the Company and held on trust by the Customer and the Customer shall account to the Company accordingly
REPLACEMENT OF DEFECTIVE GOODS:
1. The Company will at its option repair replace or refund the cost of Goods which are notified as being defective within 72 hours of the date of delivery or the date of collection of the Goods and which are accepted as being defective by the Company subject to:-
  1. the Goods having been transported in an appropriate manner
  2. the Goods being returned to the Company at the Customer’s expense (where applicable)
  3. the Goods not having been misused or modified otherwise than by the Company or otherwise interfered with
2. The Company shall not be liable in respect of any defect to the Goods due to willful damage negligence abnormal working conditions nor in respect of Goods damaged by vandalism or damaged by processes to which the Goods have been subjected at the direction of any person other than the Company or in respect of any failure to follow the Company’s instructions (whether oral or in writing)
3. The Company shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by the Customer
4. The Company shall be under no liability under any warranty condition or guarantee if the Price and VAT has not been paid by the Due Date,
LIABILITY And WARRANTY:
1. Subject as expressly provided in these Conditions the Company warrants that the Goods will be supplied in accordance with the Contract and will be free from defects in materials for a period of six (6) months and the Company shall at its discretion either replace or refund the cost of such parts accepted as being defective by the Company. Unless otherwise agreed in writing the Company shall not be responsible for any other costs (including labour charges) in respect of the replacement of any such parts under the terms of the warranty contained in this sub clause
2. Except in respect of death or personal injury caused by the Company’s negligence the Company shall not be liable to the Customer by reason of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims through consequential compensation whatsoever (and whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of Goods (or their use or resale by the Customer) except as expressly provided in the Conditions.
3. Any liability of the Company hereunder (except in respect of death or personal injury caused by the Company’s negligence) for any delay in performing or any failure to perform, any of the Company’s obligations in relation to the Goods shall be limited to the excess (if any) of the cost over the Price to the Customer in the cheapest available market of similar goods to replace those not delivered/performed
4. Where the Company supplies or offers Goods in accordance with the Customer’s own design or specification no condition or warranty is given or implied as to fitness for purpose or suitability for their intended purpose whether known to the Company or not and the Customer shall indemnify the Company against all loss damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any intellectual property rights of any third party which results from the Company’s use of the Customer’s specifications
5. Save as specifically provided in the Conditions the Company shall have no liability for any defect in the quality of the Goods or their failure to correspond with any description or sample or to be fit for any purpose and all other conditions warranties stipulations and undertakings whether express or implied by statute or common law are excluded to the fullest extent permitted by law.
INTELLECTUAL PROPERTY

The Customer acknowledges that unless otherwise agreed in writing by the Company all rights in and associated with the Intellectual Property and the benefit thereof vest absolutely in the Company

CANCELLATION:
1. Save as otherwise provided the Contract may only be cancelled by the Customer if the previous consent in writing of the Company is given.
2. Without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability on the part of the Company to the Customer and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary in the event that:·
  1. the Customer makes any voluntary arrangement with its creditors or becomes subject to any Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (othcrwise than for the purposes of amalgamation or reconstruction)
  2. an encumbrancer takes possession, or a Receiver is appointed of any of the property or assets of the Customer
  3. the Customer (if not a consumer within the meaning of the Unfair Contract Terms Act 1977) ceases or threatens to cease to carry on the business
  4. the Customer breaches any of the Conditions
  5. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
GENERAL:
1. If the performance of the Contract by the Company shall be delayed by any circumstances or conditions beyond the control of the Company, the Company shall have the right at its option either
  1. to suspend further performance of the Contract until such time as the cause of the delay shall no longer be present or
  2. to be discharged from further performance of any liability under the Contract and if the Company exercises such right the Customer shall thereupon pay the Price less a reasonable allowance for what has not been performed by the Company. For the purpose of the Conditions circumstances or conditions beyond the control of the Company shall include but shall not be limited to restrictions imposed by a government or other competent authority strike lockout or other action taken by employees in contemplation or furtherance of a dispute or a failure in the Company’s anticipated supplies or materials
2. The Company and the Customer hereby confirm that any exemption from liability granted to the Company by these Conditions shall also extend to every employee of the Company
3. The Company may assign all or any of its rights and obligations under these Conditions without notice to the Customer. The Customer shall not be entitled to assign its rights or obligations under the Conditions
4. No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision
5. No failure by the Company to exercise any power given to it or to insist upon strict compliance by the Customer with any obligation hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute any waiver of any of the Company’s rights under the Contract
6. Any reference in the Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time
7. If any provision hereunder is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby
8. The Conditions shall be governed by and construed in accordance with English Law and the parties shall submit to the exclusive jurisdiction of the English Courts

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