Terms and conditions

Interpretation:

Order Process

1.  We accept orders only on the following terms and conditions which shall be deemed to be incorporated into any agreement between the Customer and ourselves to the exclusion of all other terms and conditions and all previous oral or written representations.  Any term or condition which a Customer may purport to stipulate or incorporate into an order shall insofar as it purports to increase or extend the obligations of ourselves, our servants or agents beyond that assumed hereunder be of no effect and otherwise shall be of effect only insofar as it is not inconsistent with these terms and conditions. These terms and conditions may only be varied or amended in writing and signed by a director of Midland Steel Traders Limited.

2.  Each order or acceptance of a quotation for Goods or Services will be deemed to be an offer by the Customer to purchase Goods or Services upon these terms and conditions.  The Contract is formed when the order is accepted by us. 

Delivery

3.  Delivery times and dates quoted by us are to be treated as estimates only and not binding in any way. We cannot accept liability for any loss incurred by the Customer if deliveries by us should be delayed for any reason whatsoever including, without limitation, any delay caused by any act or omission of the Customer, a failure by the Customer to give detailed or adequate instructions, a failure by the Customer to take delivery of the Goods when they are ready for delivery, variations requested by the Customer or delays on the part of the third parties supplying goods and/or materials to us.

4.  We may deliver the Goods by separate instalments or perform the Services in stages.  Each instalment or stage will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment or stage will entitle the Customer to repudiate or cancel any other Contract, instalment or stage. Each separate instalment or stage may be invoiced separately.

Price and Payment

5.  Prices are quoted exclusive of V.A.T. and any similar taxes, levies or duties. If there is an increase in the cost to us of labour, raw materials, equipment manufactured by others or  transport including any increase brought about by a fluctuation in exchange rates, the Customer shall pay in addition to the quoted price an amount representing the increased cost to us as at the date of supply. Unless otherwise agreed by us in writing all charges whatever in relation to the carriage and delivery of the goods and all taxes, levies and duties shall be paid by the Customer.

6.  Prices quoted for repair Services are on the assumption that any scrap parts removed during such repair Services shall become our property. If the Customer requires the old parts to be returned he must request the return in writing before the repair work begins, in which event we reserve the right to increase the price payable for the Services by a sum not exceeding the scrap value of the parts to be returned. If the Customer does not make such request in writing before repair Services have begun then the old parts will not be returned and will be disposed of by us.

7.  Unless otherwise agreed, payment for Goods or Services shall be due on despatch of the Goods or completion of the Services. Time for payment by the Customer shall be of the essence of the Contract.  All payments shall be made by the Customer in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.

8.  If any sum payable under the Contract is not paid when due then, without prejudice to our other rights under the Contract or otherwise:

(a) that sum will bear interest from the due date until payment is made in full, both before and after any judgement, at eight per cent per annum over Bank of Scotland base rate from time to time; and

(b) we will be entitled to suspend further deliveries of the Goods or performance of the Services until the outstanding amount has been received; and

(c) we may use the services of a third party to recover outstanding sums and any fees and costs resulting therefrom will be added to the outstanding sum due and payable by the Customer.

Description of Goods

9.  All manufacturers’ names, numbers, symbols and descriptions which we refer to are used for reference purposes only and it is not to be implied that any part listed is the product of such manufacturer. All samples, drawings, descriptive matter, specifications and advertising issued by us or the manufacturer of any Goods and any descriptions or illustrations contained in our or any manufacturers’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services represented by or described in them.  They will not form part of the Contract.

Warranty and Liability

10.Subject to the following provisions of this clause, Goods are not returnable to us unless we have previously agreed to accept their return in writing.

Shortage or loss or damage in transit

11.It is the Customer’s responsibility to inspect the Goods on delivery and we shall be under no liability to the Customer in respect of shortages in Goods delivered or loss or damage caused to Goods during transit unless we are advised thereof within 48 hours of delivery.

Defective Goods

12.We will repair or (at our discretion) replace free of charge any Goods supplied by us which are defective through faulty materials or workmanship or any Goods repaired by us which are defective through our faulty repair provided we are notified in writing of any such defects within 30 days of delivery (where such defects should have been apparent on a reasonable inspection and testing) or (where such defects would not have been so apparent) as soon as reasonably practicable and in any event within 90 days of delivery and provided that such Goods are, where we so require, returned to us and where we so require the Customer allows us access to any premises on which the Goods are situated to perform any inspection, testing repair or replacement which we think necessary. This obligation shall not apply where:

(a) the Goods have been improperly altered in any way whatsoever or have been subject to misuse or unauthorised repair;

(b) the Goods have been improperly installed or connected;

(c) any maintenance requirements relating to the Goods have not been complied with;

(d)      any instructions as to storage of the Goods have not been complied with.

13.In the case of units or assemblies containing lubricating oil which are fitted before leaving our works the above guarantee shall not apply if damage has resulted from continued leakage of oil which could have been noticed by the Customer and notified to us in time to prevent the said damage.  Any Goods which have been replaced will belong to us.

Our liability

14.We do not exclude our liability (if any) to the Customer:

(a) for breach of our obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and Services Act 1982;

(b) for personal injury or death resulting from our negligence;

(c) under section 2(3) Consumer Protection Act 1987;

(d)      for any matter which it would be illegal for us to exclude (or to attempt to exclude) our liability; or

(e) for fraud.

15.Except as provided in clauses 12 to 14 above, we will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:

(a) any of the Goods, or the manufacture or sale or supply, or failure or delay in supply, of the Goods by us or on the part of our employees, agents or sub-contractors;

(b) any breach by us of any of the express or implied terms of the Contract;

(c) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; or

(d)      any statement made or not made, or advice given or not given, by or on behalf of us;

(e) or otherwise under the Contract.

16.Except as set out in clauses 12 to 14, we hereby exclude to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.

17.The Customer acknowledges that the above provisions of clauses 12 to 16 are reasonable and reflected in the price which would be higher without those provisions, and the Customer will accept such risk and/or insure accordingly.

Risk and Title

18.Title in any Goods (including any parts incorporated into equipment owned by the Customer) shall not pass until we have received in full (in cash or cleared funds) all sums due to us in respect of:

(a) the goods; and

(b) all other sums which are or which become due to us from the Customer on any account.

19.Until ownership of the Goods has passed to the Customer, the Customer must:

(a) hold the Goods on a fiduciary basis as our bailee;

(b) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(c) maintain the Goods in satisfactory condition insured on our behalf for their full price against all risks to our reasonable satisfaction, and will whenever requested by us produce a copy of the policy of insurance.

20.We will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from the Company.

21.The Customer grants us, our 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 Customer’s right to possession has terminated, to recover them.

22.Where we are unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer will be deemed to have sold all goods of the kind sold by us to the Customer in the order in which they were invoiced to the Customer.

23.On termination of the Contract, howsoever caused, our (but not the Customer’s) rights contained in clauses 18 to 22 (inclusive) will remain in effect.

24.Notwithstanding the provisions of clause 18 the risk of any loss or damage to or deterioration of any Goods delivered by us to a Customer from whatever cause arising shall pass to the Customer when the Goods are delivered to the location agreed at the time of order and despite such loss or damage arising the Customer shall be obliged to pay the price of the Goods in full.

Lien

25.In addition to any right of lien to which we may by law be entitled we shall in the event of the Customer’s bankruptcy or insolvency be entitled to a general lien on all goods of the Customer in our possession for any other sums which are or which become due to us from the Customer on any account.

Third Party IPR

26.In this clause "Intellectual Property Rights” shall mean all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions

27.The Customer agrees to indemnify us, keep us indemnified and hold us harmless from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, indirect and consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which we incur or suffer as a consequence of or in connection with any claim made against us for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with compliance by us with the Customer's instructions, including use of drawings, designs or specifications supplied by the Customer.

28.We give no warranty and make no representation that the manufacture, use, sale or supply of the Goods does not or will not infringe the rights of any third party or any other Intellectual Property Rights of any third party.

Termination

29.The Customer shall have no right to cancel any order or Contract prior to completion thereof without our prior written consent.  We may, by written notice, terminate the Contract immediately if the Customer is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect.

30.Failure to pay any sums due is a material breach of the terms of the Contract.

31.The termination of any Contract howsoever arising is without prejudice to any rights, duties and liability of either the Customer or us accrued prior to termination.  The clauses which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.

General

32.The Customer is responsible for obtaining, at its own cost, such import licences and other documents, licences and consents in relation to the Goods as are required from time to time and, if required by us, the Customer shall make those licences and consents available to us prior to despatch of the Goods.

33.Time for performance of all obligations of the Customer is of the essence.  Time for performance of all of our obligations is not of the essence.

34.We will not be liable to the Customer for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond our reasonable control including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act or threat of terrorism and national emergencies.

35.If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective, without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.

36.No failure or delay by us to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.

37.We may assign, delegate, license, hold on trust or sub-contract all or any part of our rights or obligations under the Contract.

38.The Contract is personal to the Customer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without our prior written consent.

39.The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

40.Any notice in connection with the Contract will be in writing addressed to the other party at its registered office, or principal place of business and will be delivered by hand, or first class or special delivery post.  The notice will be deemed to have been duly served, if delivered by hand, when left at the proper address for service or if made by pre-paid, first class post or special delivery post, 48 hours after being posted.

41.The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English law.  The English courts will have non-exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract.

If goods are sold and delivered and/or services are provided by Midland Steel Traders Ltd to the Buyer in instalments each delivery or provision of service shall constitute a separate contract, and failure by Midland Steel Traders Ltd to perform or to deliver any one or more of the instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated. Each invoice for work performed or goods delivered shall be payable by the Buyer in full without reference to and not withstanding any defect or default in the work performed or the goods delivered in any other instalment for which a separate invoice has been issued. Further the Buyer shall have no right of set-off against any monies due to Midland Steel Traders Ltd under this or any other contract.

Special Offers and One Time Discounts

42. MST reserve the right to discontinue any offer at any time. Offer excludes orders placed with MST directly. Subject to availability.