Terms and Conditions of Sale UK

Conditions of Sales
 
1. INTERPRETATION
1.1 In this document the following words shall have the following meanings:
Buyer: the person, firm or company who purchases the Goods from CAS UK.
CAS UK: Continental Alloys and Services Limited, South View, Peterhead, Aberdeenshire, AB42 3GZ Company No. SC198922, a subsidiary of Reliance Metals UK Holding Limited
Contract: any contract between CAS UK and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place.
Goods:  any goods agreed in the Contract to be supplied to the Buyer by CAS UK (including any part or parts of them).
 
2. APPLICATION OF TERMS
2.1 These Terms and Conditions shall apply to sales of Goods by CAS UK to the Buyer to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all CAS UK’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of CAS UK. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of CAS UK which is not set out in the Contract. Nothing in this condition shall exclude or limit CAS UK's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from CAS UK shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by CAS UK until a written acknowledgement of order is issued by CAS UK or (if earlier) CAS UK delivers the Goods to the Buyer.
2.6 The Buyer shall be responsible to CAS UK for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving CAS UK any necessary information relating to the Goods within a sufficient time to enable CAS UK to perform the contract in accordance with its terms.
2.7 Any quotation is given on the basis that no Contract shall come into existence until CAS UK despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, unless stated otherwise and provided that CAS UK has not previously withdrawn it.
 
3. DESCRIPTION
3.1 The quantity, description, and any specification for the Goods shall be as set out in CAS UK’s quotation or acknowledgement of order but in the event of any conflict the latter shall prevail.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by CAS UK and any descriptions or illustrations contained in CAS UK’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
 
4. DELIVERY
4.1 Unless otherwise agreed in writing by CAS UK, delivery of the Goods shall take place at the address specified by the Buyer.  The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 
4.2 Any dates specified by CAS UK for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions CAS UK shall not be liable for any 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 similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by CAS UK’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days. 
4.4 If for any reason the Buyer fails to accept delivery of any of the Goods when they are delivered, or CAS UK is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer ; 
(b) the Goods shall be deemed to have been delivered; and 
(c) CAS UK may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
4.6 CAS UK may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 
4.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment. 
 
5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by CAS UK upon despatch from CAS UK’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 CAS UK shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to CAS UK of the non-delivery at the time of unloading the Goods, or if the Goods are delivered to a third party within 5 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of CAS UK for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
 
6. RISK/TITLE
6.1 Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first. 
6.2 Ownership of the Goods shall not pass to the Buyer until CAS UK has been paid in full in cleared funds for the Goods.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as CAS UK’s bailee;
(b) store the Goods (at no cost to CAS UK) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as CAS UK’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on CAS UK’s behalf for their full price against all risks to the reasonable satisfaction of CAS UK. On request the Buyer shall produce the policy of insurance to CAS UK.
6.4 The Buyer shall not be entitled to sell the Goods until title to the Goods has passed from the Seller to the Buyer.
6.5 CAS UK shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from CAS UK.
6.6 The Buyer grants CAS UK, its 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 Buyer’s right to possession has terminated, to recover them. 
6.7 On termination of the Contract, CAS UK’s (but not the Buyer’s) rights contained in this condition shall remain in effect. 
 
7. PRICE
7.1 Unless otherwise agreed by CAS UK in writing, the price for the Goods shall be the price set out in the written acknowledgement of order from CAS UK.
7.2 The price for the Goods shall be exclusive of any value added tax which the Buyer shall pay in addition when it is due to pay for the Goods.
7.3 The price for the goods includes the cost of carriage to the Delivery Point unless otherwise stated in CAS UK’s quotation or written correspondence. 
 
8. PAYMENT
8.1 Payment of the price for the Goods is due in the currency invoiced, and as per the stated payment terms on the invoice. 
8.2 No payment shall be deemed to have been received until CAS UK has received cleared funds.
8.3 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by CAS UK to the Buyer, or unless otherwise agreed in advance in writing by CAS UK and the Buyer.
8.4 Payment is due in full within the approved net terms on the invoice provided to you.  If you fail to pay your invoice within 30 days of the due date of your invoice, your account is subject to being put on credit hold.  At this time, no orders will be shipped and no new orders accepted until the balance is paid in full or brought to current status. If any portion remains unpaid 90 days after the due date of our invoice, the account may be referred for legal action for recovery.  All costs of collection will be borne by the buyer.  CAS UK has the right to charge interest at 1.5% per month on unpaid balances if legal action is involved. 
 
9. WARRANTY
9.1 If the Buyer receives Goods where there is a defect in the materials or workmanship of the Goods or there is some other failure by CAS UK in relation to the conformity of the Goods with the Contract, then the Buyer must report the non-conformity within 7 days of receipt of the Goods, then CAS UK shall at its option, and within a reasonable time:
(a) repair or make good such defect or failure in such Goods free of charge to the Buyer (including all costs of transportation of any Goods  to and from the Buyer for that purpose); or
(b) replace such Goods with Goods which are in all respects in accordance with the Contract; or
(c) issue a credit note to the Buyer in respect of the whole or part of the Contract price of such Goods as appropriate having taken back such Goods or materials relating to such Goods.
The liability of CAS UK under this Condition shall in no event exceed the purchase price of such Goods and performance, and any one of the above options shall constitute an entire discharge of CAS UK’s liability under this warranty.
9.2 CAS UK shall be under no liability under the warranty at Condition 9.1 above:
(a) in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the company’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without CAS UK’s approval;
(b) if the total price for the Goods has not been paid by the due date for payment;
(c) for any Goods manufactured or appropriated to the Contract in accordance with any design, specification, instruction or recommendation made to CAS UK by the Buyer;
(d) in respect of any type of defect, damage or wear specifically excluded by CAS UK by notice in writing; or
(e) if the Buyer makes any further use of the Goods after giving notice in accordance with Clause 9.1;
9.3 The warranties set out in this Contract are the only warranties which shall be given by CAS UK and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4 Any Goods replaced shall belong to CAS UK and any repaired or replacement Goods shall be warranted on these terms for the unexpired portion of the warranty.
 
10. LIMITATION OF LIABILITY
10.1 CAS UK shall not be liable for any loss or damage of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason in excess of the contract price. 
10.2 Where items are part or complete machined from customer supplied material, CAS UK will not be liable for material replacement if parts are scrapped during the machining process.
10.3 Nothing in these conditions excludes or limits the liability of CAS UK:  
(a) for death or personal injury caused by CAS UK’s negligence; or
(b) for any matter which it would be illegal for CAS UK to exclude or limit its liability; or
(c) for fraud or fraudulent misrepresentation.
 
11. ASSIGNMENT
11.1 CAS UK may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of CAS UK.
 
12. FORCE MAJEURE
Neither party will incur any liability to the other if its performance of any obligation is prevented or delayed by causes beyond its control and without the fault of negligence of either party.  Such causes include, but are not limited to: acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or any other event that is beyond the control of the party in question.
 
13. GENERAL
13.1 Each right or remedy of CAS UK under the Contract is without prejudice to any other right or remedy of CAS UK whether under the Contract or not.
13.2 If any provision of the Contract is found to be unlawful, invalid, or otherwise unenforceable those provisions shall be deemed severed from the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by CAS UK in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by CAS UK of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Scottish law and the parties submit to the non-exclusive jurisdiction of the Scottish courts.
 
14. COMMUNICATIONS
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or e-mail.
14.2 All notices under these Terms and Conditions shall be addressed to the most recent address, email address, or fax number notified to the other party.
 

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