Access to the South coast steel web site (the “Site”) defined below is provided by South coast steel. For purposes of this agreement, "South coast steel" shall mean South coast steel ltd. and its affiliates, and their officers, directors, managing directors, partners, and employees. The "Site" shall mean the website of South coast steel located at www.southcoaststeel.co.uk, and select other domains.
Scope of use
The information, data and other content (the “Information”) provided on the Site is provided by South coast steel and its third party information providers ("Information Providers") for general informational purposes only and may not be redistributed by you. This Site is directed at users within the European Economic Area (“EEA”) only, and no representation of any sort is made to any other person, unless otherwise specifically stated in writing in this website. Information provided on the Site may be delayed as determined by South coast steel in its sole discretion. South coast steel reserves the right to modify the Site from time to time without notice and in its sole discretion at any time. You agree to use the Site and the Information provided thereon only for your own personal use, and not to reproduce, retransmit, disseminate, sell, distribute, republish, broadcast, post, circulate or commercially exploit the Information available on the Site in any manner without the express written consent of South coast steel, nor to use the Information available on the Site for any unlawful purpose. You agree to access the Information available on the Site manually by request and not programmatically by macro or other automated means, and to view the Information only as displayed on your terminal screen and not attempt to upload, intercept, extract or otherwise collect and/or record the Information through any technological means.
Copyright and Intellectual Property Right Ownership
The Site, and all Information therein, contains material owned by either South coast steel or its Information Providers which is protected under copyright, trademark and other intellectual property laws. South coast steel and its Information Providers, as applicable, own the copyright to all Information and works of authorship on the Site. All trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of South coast steel or its Information Providers. You agree that, other than the right to access the Site and view the Information contained on the Site under the terms and conditions set forth herein, you acquire no ownership, title, right or interest of any kind in or to the Site or any portion of any Information on the Site, and that all title, right and interest therein and thereto remains with South coast steel (and its Information Providers, as may be applicable). You may not copy any of the Information provided on the Site and must not copy these documents to any website.
Disclaimer of Warranties
No Information on the Site is intended as advice (whether building related or component related). Everything on the Site is provided "as is" without any representations or warranties of any kind (whether express or implied). To the fullest extent permissible under applicable law, South coast steel and its respective members, officers, directors, employees, Information Providers, suppliers, and agents (collectively, the "South coast steel Parties") hereby disclaim all representations and warranties, express, implied or statutory, including, without limitation, all implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and all representations and warranties (1) relating to the adequacy, timeliness, accuracy or completeness of any Information on the Site, (2) that your use of the Site will be uninterrupted, error-free, or secure, (3) that defects will be corrected, or (4) that the Site or the servers on which the Site is hosted are free of viruses or other harmful components. You assume total responsibility and risk for your use of, or reliance on, the Site and any Information provided on the Site. Information contained on the Site is subject to change at any time without notice.[The fact that South coast steel has made the data and services provided on this Web site available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described on this Web site is suitable or appropriate for you. Many of the products described on this Web site involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and has independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as construction or building advice nor make this service the primary basis for any building or construction decisions made by or on behalf of you, your architects, or any third party, and you may want to consult your professional , construction, legal, building advisor before contemplated transactions.
Disclaimer of Damages and Limitation of Liability
To the fullest extent permitted by applicable law, no South coast steel party shall be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other losses or damages (including, but not limited to, damages for loss of profits, loss of business, use, data or other intangible damages, even if such party has been advised of the possibility of such damages), under any contract, tort (including, without limitation, negligence and strict liability) or other legal theory, howsoever caused, arising out of or relating in any way to the Site and/or any Information contained on the Site, or any errors or omissions therein, or your use of, or inability to use, or reliance on, the Site. Your sole remedy for dissatisfaction with the Site and/or Information contained on the Site is to stop using the Site. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of the South coast steel parties to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the aggregate cumulative amount paid by you to South coast steel at such time, if any, to access the Site.
You agree to indemnify, defend and hold harmless the South coast steel parties from and against any claim, action or demand, including, without limitation, reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement.
The Site is solely to be used by individuals residing in the EEA. South coast steel makes no representation that (i) materials on the Site are appropriate or available for use in other locations or (ii) that any products, instruments or services discussed on the Site are appropriate or available for use or sale in any jurisdiction. If you choose to access the Site from any location then you do so on your own initiative and at your own risk, and you are responsible for compliance with all applicable local laws. South coast steel reserves the right to limit the availability of the Site to any person, geographic area, or jurisdiction it desires, at any time and in its sole discretion.
Links to Other Websites
The Site may contain links to third-party internet websites or resources. These links are provided solely as a convenience to you and not an endorsement by South coast steel of the contents of such third-party websites. South coast steel neither controls nor endorses any such other websites, nor has it reviewed or approved any content that appears on such other websites. You acknowledge and agree that South coast steel shall not be held responsible for the legality, timeliness, accuracy, completeness or appropriate nature of any information, data or other content, advertising, products, or services located on or through any other third-party websites, nor for any loss or damages caused or alleged to have been caused by your use of, inability to use, or reliance on, any such content, information or data. If you decide to access a linked website, you do so at your own risk.
This Agreement, as amended by South coast steel from time to time in accordance with its terms, shall remain effective indefinitely until terminated by South coast steel. South coast steel shall have the right to terminate this Agreement, and/or your access to and use of the Site, at any time in its sole discretion and without the requirement of written notification.
This Agreement shall be governed by and construed in accordance with the laws of England. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the English Courts. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement shall not be assignable or transferable by you except with South coast steel prior written consent. No waiver by South coasts steel of any breach, default or condition hereunder shall be deemed to be a waiver of any other preceding or subsequent breach, default or condition. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This Agreement, together with all South coast steel policies referred to herein, constitutes the entire agreement between you and South coast steel relating to the subject matter herein and supersedes and any all prior or contemporaneous written or oral agreements.
1.1 In these Conditions:
"BUYER" means the person whose order for the Goods is accepted by South Coast Steel. "BUYER'S ORDER" means the order for Goods submitted, accepted or signed for by the Buyer to South Coast Steel. "CONDITIONS" means these terms and conditions of sale and supply and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and South Coast Steel."CONTRACT" means the contract for the supply of the Goods incorporating the Conditions. "FORCE MAJEURE" includes but shall not be limited to acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, insufficient supply of electricity, gas, oil or water, damage to or loss or failure of machinery explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to South Coast Steel's workforce) or restraints or delays affecting carriers including those used by South Coast Steel for delivery of the Goods or inability or delay in obtaining supplies of adequate or suitable materials. "GOODS" mean the Goods (including any parts for them) which South Coast Steel is to supply in accordance with the Conditions and as detailed in the Buyer's Order including and not limited to services. "INTELLECTUAL PROPERTY RIGHTS" means any or all of the following: patents, trademarks, registered designs, design right, copyright, database right, inventions, trade secrets and other confidential information, know-how, business or trade names, rights to prevent passing off, and all other intellectual property rights and rights of a similar nature in any part of the world, whether registered or not or capable of registration or not and including all applications and the right to apply for any of the foregoing rights. "WRITING" includes a letter, e-mail, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time and any regulations made there under from time to time.
2. APPLICATION AND BASIS OF CONTRACT
The Contract shall constitute the entire agreement between South Coast Steel and the Buyer in respect of the supply of the Goods 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 documents).
The Buyer's Order shall be deemed to incorporate these Conditions. If the Buyers Order states any condition or term not specifically included herein it shall not be deemed to be accepted by South Coast Steel unless and until confirmed in writing by an authorized representative of South Coast Steel.
4. PRODUCT DRAWINGS
4.1 Where the Buyer wishes to purchase Goods from South Coast Steel the following procedure shall apply:
(a) After receipt of the Buyer's Order South Coast Steel will liaise with the Buyer and produce specific drawings for authorization and signature by the Buyer;
(b) The Buyer will approve the drawings by one of three ways, sign them, email acceptance, or tick approval on the website; thereby confirming that the Buyer has checked all the information & specifications to confirm they are correct and satisfactory and conform to their requirements - material, structural and legal;
(c) No alteration or change can be accepted on the drawing/s. Any amendment must be incorporated into the drawing/s and resubmitted for signature. In the case of approval of drawing on the website, the BUYER will receive an email confirmation with the approved drawing/s and will have the opportunity to review these again. If the BUYER discovers any error they will be required to contact South Coast Steel immediately to abort manufacture, reasonably within one business day.
(d) Once approved drawings cannot be altered and manufacture will be deemed to have taken place per the drawings. Any alteration will require a new Buyer Order.
4.2 All patterns, drawings, designs, samples and specifications submitted by the Buyer (and all intellectual property rights in the same) will, unless agreed otherwise, be the property of South Coast Steel.
4.3 South Coast Steel will confirm to the Buyer the amount of any increase in South Coast Steel's prices, necessary to comply with the Buyer's specifications. Quantity increases whether in a number of units or size shall be deemed to increase in a proportionate rate to the prices on the Buyers Order without the need of resubmitting a new Buyers Order for confirmation.
4.4 South Coast Steel will be under no liability for, and the Buyer will fully indemnify South Coast Steel against, any awards, costs, claims, damages, demands, expenses, losses, or other liabilities ( howsoever incurred) which arise in respect of; a) any and all infringement of any intellectual property rights of any third party which may arise as a result of South Coast Steel supplying Goods (or Services) which conform with such specifications of the Buyer as are submitted and agreed in accordance with this Clause; and: b) any errors in Goods which conform with samples previously approved or accepted by the Buyer.
4.5 Any 3D renders (CGI renders / computer generated images) and / or illustrations are provided for illustrations purposes only. The final product will vary from the illustrations provided.
5.1 The price of the Goods shall be the price on the signed Buyer's Order.
5.2 All prices are:
(a) Supply only. (If we have agreed to a supply and installation contract, the installation costs will be shown as a separate item on the signed Buyer’s Order.)
(b) Expressed in pounds sterling excluding VAT. South Coast Steel prices are subject to alteration without prior notification to cover any variations in cost to South Coast Steel of supplying the Goods.
(c) Exclusive of packing and delivery charges which will be added to the invoiced prices at cost unless specified otherwise.
5.3 Where quotations are supplied they will be valid for 30 days from the date of quotation unless otherwise agreed or stated on the quotation.
6. TERMS OF PAYMENT
6.1 Unless otherwise agreed in writing by South Coast Steel and as a condition precedent to the performance of South Coast Steel's obligations under the Contract, payment in full for all Goods or supplies by South Coast Steel is due prior to supply or as agreed in the Buyer Order.
6.1 Deposits received are non-refundable.
6.2 Payment shall be made in pounds sterling as set out on the invoice.
6.3 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy of South Coast Steel shall be entitled to:
6.3.1 Cancel the Contract or suspend any further work for or deliveries to the Buyer.
6.3.2 Appropriate any payment made by the Buyer to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Buyer and South Coast Steel) as South Coast Steel may think fit (notwithstanding any purported appropriation by the Buyer); and
6.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above HSBC Bank base lending rate from time to time until further payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and recover from the Buyer all expenses howsoever incurred in the collection of monies owing to South Coast Steel.
7.1 No period stipulated for delivery shall commence until all specification details have been agreed and payment has been made and cleared with South Coast Steel's bankers.
7.2 Delivery and completion dates quoted by South Coast Steel or included in the Contract are given in good faith but are estimates only. South Coast Steel shall not be liable to the Buyer for any delay in delivery.
7.3 South Coast Steel May suspend the whole or any part of the Contract if by reason of Force Majeure either party is prevented or hindered from performing their obligations or performance of those obligations or is to a substantial degree rendered difficult (and South Coast Steel Shall not be liable for any failure to perform any of its obligations under the Contract where such failure is by reason of Force Majeure). If the event in question continues for a continuous period in excess of 90 days, either party shall be entitled to give notice in writing to the other to terminate the Contract.
7.4 If South Coast Steel exercises their right of suspension, the Buyer may cancel any remaining part of the Contract conditional on the Buyer paying expenses incurred by South Coast Steel to date and South Coast Steel's fair charges. South Coast Steel shall have no liability for any such suspension and on any such cancellation, whether by South Coast Steel or by the Buyer. Nothing in this clause shall relieve the Buyer from his obligation to make payments under the Contract.
7.5 South Coast Steel shall be entitled to deliver in installments. Part deliveries shall be deemed to represent separate contracts.
7.6 Delivery of ordered goods is deemed to have taken place 2 working days after despatch from South Coast Steel's works.
8. BREAKAGES, SHORTAGES AND OTHER CLAIMS
8.1 Without prejudice to clause 14.3, the Buyer shall have 30 days following delivery to inspect the Goods. If any of the Goods are not in compliance with the relevant Order or with any term of this Agreement the Buyer may reject all or part of the Goods and the provisions of clause 14.3 shall apply. Any defect or damage must be notified to South Coast Steel within 30 days of receipt of the Goods, together with photographic evidence. If the Goods prove to be faulty within 6 months of purchase we will endeavor to repair the Goods or provide you with a replacement, and if the repair or replacement is still not satisfactory you can return the Goods to us for a full refund.
8.2 Any claim for non-delivery of missing items from the Buyer’s Order shall be notified by the Buyer to South Coast Steel within 5 working days following the delivery.
8.3 South Coast Steel shall have no liability arising out of non-delivery or shortage in delivery (subject to consigning the correct quantity of Goods for delivery) deterioration or damage in transit but agrees to provide reasonable assistance (at the Buyer's expense) to the Buyer in making a claim against the carrier.
8.4 The BUYER is advised not to book or arrange installation before the Goods arrive and have been inspected by the BUYER. South Coast Steel shall have no liability for any costs arising out of delays, non-delivery or shortage in delivery (subject to consigning the correct quantity of Goods for delivery) deterioration or damage in transit.
9. RETURNS AND RESTOCKING CHARGES
Except in the case of faulty Goods, South Coast Steel will not normally accept any returns of Goods as these are manufactured to each Buyer’s specification. If, exceptionally, South Coast Steel does agree to Goods being returned, the Buyer shall pay a handling and restocking charge to cover administration and inspection charges involved in accepting the Goods back. The charge will be subject to variation without notice but is currently a minimum of 20% of the invoiced value of Goods in addition to any delivery or collection costs. The Buyer is responsible for the safe return of the Goods in an undamaged state. South Coast Steel will inspect any returned goods and at its sole discretion determine if they can be accepted. Goods which have been damaged by the Buyer or the Buyer’s agents and through no fault of South Coast Steel will not be accepted for return.
10. TITLE, PROPERTY, RISK
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
10.1.1 In the case of Goods to be delivered at South Coast Steel's premises, at the time when South Coast Steel notifies the Buyer that the Goods are available for collection; or
10.1.2 In the case of Goods to be delivered otherwise than at South Coast Steel's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when South Coast Steel has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods (legal and/or equitable) shall not pass to the Buyer until South Coast Steel Has received in cash or cleared funds payment in full of the price of the Goods and all other Goods (or Services) agreed to be supplied by South Coast Steel To the Buyer for which payment is then due.
10.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as South Coast Steel's bailee and shall keep the Goods separate from those of the Buyer and third parties and shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods. The Buyer shall maintain the Goods in a satisfactory condition insured on South Coast Steel's behalf for their full price against all risks of loss or damage with a reputable insurer or insurers. The Buyer shall hold any proceeds of such insurance on trust for South Coast Steel and not mix them with any other money, nor pay such proceeds into an overdrawn bank account.
10.4 The Buyer may resell the Goods to a third party before ownership has passed to it provided that any sale shall be affected in the ordinary course of the Buyer's business at full market value. Nothing in this clause 10.4 shall make the Buyer the agent of South Coast Steel For any such sale and no contractual rights will be acquired by such third party against South Coast Steel.
10.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), South Coast Steel Shall be entitled at any time to require the Buyer to deliver up the Goods to South Coast Steel And, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess (following any detachment of the Goods from any property of the Buyer or any third party which may be necessary) the Goods. For the avoidance of doubt, South Coast Steel Shall be entitled, after such repossession, to dispose of any such Goods as it sees fit.
10.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of South Coast Steel but if the Buyer does so (or if the Buyer becomes or is declared insolvent (or being an individual, is declared bankrupt) or convenes a meeting of or proposes any arrangement or composition with its creditors or is subject to an order or resolution for winding up (except for the purposes of a solvent reconstruction or amalgamation) or suffers or permits any equivalent step to be taken in any jurisdiction) all money owing by the Buyer to South Coast Steel Shall (without prejudice to any other right or remedy of South Coast Steel) forthwith become due and payable.
10.7 If South Coast Steel store, transport or work on any Goods or other property (including Goods about to be delivered by them or Goods intended for incorporation in or use on contract Goods and services) belonging to the Buyer or any third party, South Coast Steel does so at the Buyer's sole risk and (except as provided in these conditions) South Coast Steel Shall have no liability to the Buyer or to any other party for loss, deterioration or damage to such Goods or other property howsoever arising and whether by negligence or otherwise.
10.8 In cases where South Coast Steel make a contract of carriage and/or arrange for insurance of Goods in transit they shall be deemed to be acting as the Buyer's agent and sub-section (2) and (3) of Section 32 Sale of Goods Act 1979 shall not apply.
10.9 All estimates of costs, plans, drawings, catalogues, photographs, illustrations and similar descriptive material remain the property of South Coast Steel, and shall be returned to them unless agreed otherwise. No item may be copied or handed to a third party without the consent of South Coast Steel.
11.1 The assessment of the Goods'; suitability, quality and fitness for purpose is the Buyer's responsibility irrespective of any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued, and description and samples given, by South Coast Steel.
11.2 Goods are supplied on condition that the Buyer undertakes at all times to take notice of and comply with (and draw to third parties' attention and require them to take notice of and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning and otherwise. For the avoidance of doubt, where the Goods comprise internal or external Balustrades, the Buyer shall be responsible for ensuring that such equipment is properly installed by a qualified individual. Where the Goods comprise internal or external lighting or involve electrical connections, the Buyer shall be responsible for ensuring that such equipment is properly installed by a qualified electrician Where the Buyer carries out or procures installation, South Coast Steel Shall not be liable to the Buyer or any third party for any loss or damage which arises from the installation and/or use of such equipment.
11.3 All sizes, colours, finishes and any other descriptions or specifications published in any brochures, promotional or other information published in any medium are as accurate as possible within normal manufacturing tolerances and, in keeping with its policy of continual development, South Coast Steel reserves the right to alter such specifications and to supply Goods to the Buyer reflecting such altered specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Buyer to cancel an order, return Goods or claim compensation.
11.4 Material colours will be matched as accurately as possible. However the Buyer recognizes and acknowledges that, variations do occur in manufacturing batches and can result in variances in colours of handrail or profile finishes, anodise finishes, glass hues, wood and timber colours.
11.5 When colours are shown in printed form they have been reproduced as accurately as possible within the limits of the printing process. Wherever possible the Buyer should provide colour swatches or paint references at time of enquiry.
11.6 The Buyer shall be responsible for ensuring the suitability of any installation advice given by South Coast Steel.
11.7 If a fabric or other material has been specifically requested by the Buyer to be used in the construction of Goods, it is his/her responsibility to ensure that the material meets any relevant performance or safety regulations ruling at that time. The Buyer agrees expressly to indemnify South Coast Steel in full in respect of any remedial work, alteration work, reconstruction and subsequent reinstatement together with all costs, claims and demands which might be made against South Coast Steel In relation to the manufacture, supply and siting of the Goods ordered and all and any additional costs so arising will be added to the total invoice value by South Coast Steel And payment of the additional sums so arising must be made in full by the Buyer upon presentation of the invoice.
11.8 Any typographic, clerical or other error or omission in sales literature, quotation or price list, acceptance of offer, invoice or other document or information issued by South Coast Steel shall be subject to correction without any liability on the part of South Coast Steel.
12. INSTALLATION AND SITE WORK
12.1 Where South Coast Steel undertake work or provide labour (which they may sub-contract) at the Buyer's works or elsewhere (not in their exclusive occupation) the Buyer shall indemnify South Coast Steel Against all liability (including without limitation in respect of employee or other third party claims) arising directly or indirectly from defects in or unsuitability of the works or site or of materials (other than that provided by South Coast Steel) Or from negligence or breach of statutory duty of the Buyer or his/her employees or any third party (other than South Coast Steel employees) and howsoever arising.
12.2 Where South Coast Steel install, maintain, repair or test any Goods the Buyer shall bear the total cost and provide (at the Buyer's expense) all relevant information and such facilities as South Coast Steel May require.
12.3 The Buyer shall be responsible for ensuring compliance with all statutory requirements and third party rights in connection with the siting, installation, erection and use by South Coast Steel of Goods, or the provision by South Coast Steel of Services, to the Buyer's Order and shall indemnify South Coast Steel accordingly.
12.4 Where South Coast Steel has agreed to install the Goods, South Coast Steel’s shall apply to this contract in addition to these terms and conditions.
13. INTELLECTUAL PROPERTY
13.1 All Intellectual Property Rights in relation to the Goods and the Services, South Coast Steel's designs, data sheets, packaging and literature shall remain the property of South Coast Steel And no license (except as to the use for which their Goods or Services are supplied) shall be implied.
13.2 The Buyer or his agents shall not at any time alter or deface the South Coast Steel name, logo or trademarks or them with any other mark likely to cause confusion.
13.3 The Buyer warrants that all designs, provided by the Buyer for South Coast Steel to manufacture in accordance with, are the intellectual property of the Buyer or an adaptation of a standard design with the original manufacturer's consent. The Buyer will indemnify South Coast Steel against any costs or claims for breach of any third party intellectual property rights.
13.4 If any claim is made against the Buyer that the Goods or Services infringe or that their use or resale infringes the Intellectual Property Rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, South Coast Steel Shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that;
13.4.1 South Coast Steel Shall not be liable for loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss (whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever (how so ever caused) which arise out of or in connection with such a claim;
13.4.2 South Coast Steel is given full control of any proceedings or negotiations in connection with any such claim;
13.4.3 The Buyer shall give South Coast Steel all reasonable assistance for the purposes of any such proceedings or negotiations;
13.4.4 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of South Coast Steel (Which shall not be unreasonably withheld);
13.4.5 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
13.4.6 South Coast Steel Shall be entitled to the benefit of, and the Buyer shall accordingly account to South Coast Steel For, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
13.4.7 Without prejudice to any duty of the Buyer at common law, South Coast Steel Shall be entitled to require the Buyer to take such steps as South Coast Steel may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which South Coast Steel Is liable to indemnify the Buyer under this clause.
14. DEFECTIVE GOODS, LIMITATION OF LIABILITY AND INDEMNITY
14.1 South Coast Steel warrants that the Goods shall, for a period of 12 months from delivery (the Warranty Period):
14.1.1 conform in all material respects to the Order and the Specification;
14.1.2 be free from material defects in design, material and workmanship; and
14.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
14.2 The Buyer warrants that it has provided BALCONY in writing with all relevant, full and accurate information as to the Buyer’s business and needs.
14.3 South Coast Steel shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 14.1, provided that the Buyer:
14.3.1 serves a written notice on South Coast Steel:
(a) during the Warranty Period in the case of defects discoverable by a physical inspection; or
(b) in the case of latent defects, within one month from the date on which the Buyer became aware (or should reasonably have become aware) of the defect;
14.3.2 provides South Coast Steel with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
14.3.3 gives South Coast Steel a reasonable opportunity to examine the defective Goods; and
14.3.4 returns the defective Goods to South Coast Steel at the Buyer’s expense.
14.4 The provisions of these Conditions, including the warranties set out in clause 14.1, shall apply to any of the Goods that are repaired or replaced but will not extend the original warranties and shall be valid for the unexpired period with effect from the date of the original supply of the goods.
14.5 South Coast Steel shall not be liable for any failure of the Goods to comply with clause 14.1:
14.5.1 where such failure arises by reason of wear and tear, wilful damage, or negligence on the part of the Buyer;
14.5.2 to the extent caused by the Buyer’s failure to comply with South Coast Steel’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
14.5.3 to the extent caused by South Coast Steel following any specification or requirement of the Buyer in relation to the Goods;
14.5.4 where the Buyer modifies any Goods without South Coast Steel’s prior consent or, having received such consent, not in accordance with South Coast Steel’s instructions; or
14.5.5 where the Buyer uses any of the Goods after notifying South Coast Steel that they do not comply with clause 14.1.
14.6 Except as set out in this clause 14:
14.6.1 South Coast Steel gives no warranties and makes no representations in relation to the Goods; and
14.6.2 shall have no liability for their failure to comply with the warranty in clause 14.1
and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
14.7 South Coast Steel Shall not be liable for any loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss (whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever and howsoever caused (whether by negligence or otherwise) which arise out of or in connection with the Contract.
15. SUSPENSION AND TERMINATION
15.1.1 the Buyer commits a material breach of the Contract or any other contract with South Coast Steel; or
15.1.2 any event conferring a right of termination under 15.2 below shall have occurred. Then in any such case South Coast Steel shall be entitled (without prejudice to any other of its rights here under) to suspend further performance of the Contract for such reasonable time as South Coast Steel shall deem fit and for this purpose to stop any Goods in transit to the Buyer or in the course of installation.
15.2 South Coast Steel may, by notice to the Buyer, terminate supply if the Buyer commits a material breach of the Contract or any other contract with South Coast Steel (such breach, if capable of remedy, not having been remedied within 7 days of notice to do so) or any judgment against the Buyer is unsatisfied for 14 days or (being an individual) the Buyer dies or commits any act of bankruptcy or (being a corporation) enters liquidation or receivership or ceases or threatens to cease to carry on business or South Coast Steel reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly or any event analogous to any of the foregoing shall happen in any other jurisdiction and any such termination shall be without prejudice to the Buyer's obligations and South Coast Steel's rights under the Contract.
15.3 No order which has been accepted by South Coast Steel May be cancelled by the Buyer except with the agreement in writing of South Coast Steel And on terms that the Buyer shall indemnify South Coast Steel In full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by South Coast Steel As a result of cancellation.
The Buyer may not assign any Contract or any rights there under without the prior written consent of South Coast Steel. South Coast Steel may freely assign, transfer or subcontract the whole or any part of any Contract and, if requested by South Coast Steel, the Buyer shall take all steps which are necessary (including, without limitation, the execution of all documents) to give effect to such assignment, transfer or subcontracting.
17. EXPORT ORDERS
17.1 The Buyer shall be exclusively responsible for (and shall indemnify South Coast Steel Against) all customs duties and other costs of importation and costs of obtaining confirmation of payments, letters of credit and for obtaining all licences relevant to the sale and delivery of and payment for the Goods (delivery being subject to the Buyer obtaining all such licences).
17.2 Unless otherwise agreed in writing payment for international sales shall not be deemed completed unless payment in full has either been received by South Coast Steel or been secured by irrevocable letter of credit (payable on sight) issued and confirmed by a bank registered in England or Wales.
17.3 South Coast Steel delivery terms will conform to Incoterms 2000
18.1 These Conditions shall be interpreted without reference to their headings, which are for convenience only.
18.2 The contract shall be governed by English Law. The Buyer by his acceptance of these terms and conditions submits to the exclusive jurisdiction of the English courts.
18.3 Any provision of these Conditions held by a court of law to be invalid shall be severable and shall to the extent necessary to prevent such invalidity be deemed to be omitted from these Conditions and any liability which would otherwise have been excluded or limited shall nevertheless be subject to the remaining provisions of these Conditions.
18.4 The provisions of these Conditions shall remain in full force and effect notwithstanding that the parties' obligations under the Contract may have been performed or discharged.
18.5 The waiver of any breach of any of these Conditions or the non-enforcement of any of these Conditions shall not prevent the subsequent enforcement of that Condition or the exercise of any right arising from that breach and shall not be deemed a waiver of any subsequent breach.
18.6 Any entity who or which is not expressly a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights and Third Parties) Act 1999 shall be expressly excluded from this Agreement.
19. STORAGE OF COMPLETED GOODS
If the Buyer fails to make payment in full for the Goods on the due date for payment or fails to collect the Goods when ready for collection (or within a reasonable time thereafter) South Coast Steel may at its sole discretion charge the Buyer for storage of the Goods. The amount of the storage charge shall be fixed by South Coast Steel depending on the size and value of the Goods being stored. Any such storage charges levied by South Coast Steel must be paid by the Buyer before the Goods are released to the Buyer.
ALL PRICES + VAT @ 20% UNLESS NOTIFIED OF ZERO RATING CERTIFICATE
20. On any purchase with South Coast Steel Ltd
20.1 We require clear access for deliveries and unloading, and have excluded engineers calculations, builders work, making good, concrete foundations, pad stones, scaffold access, propping, datum levels, setting out, asphalt work, waterproofing, hoisting, crainage, protection of windows, floor or any surface including but not limited to doors, core drilling of holes and grouting that MAY be required on the project / contract unless stated above.
20.2 Compliance with Building Control Regulations / British Standards to be the client's responsibility to check. Account customers terms strictly 14 from the invoice date.
20.3 Interest will be added to overdue accounts. Non-Account customers 50% deposit with the final 50% on instruction (day of installation / or Collection) Payments overdue by 14 days or more will result in a 12% invoice fee charge for debt recovery costs.
20.4 Goods remain the property of South Coast Steel Ltd until paid in full. We reserve the right to remove our goods, and by accepting our terms you do hereby accept that we may have unconditional access to your property to remove our goods at any time.
20.5 Orders placed will have been deemed to accept our Terms and Conditions. Verbal instructions will not be accepted; only written instructions will procure work.
20.6 All delivery dates are given in good faith, we will not be held responsible for any claim/cost incurred if delivery dates are extended due to unforeseen circumstances. All purchases are subject to our terms and conditions.
Revised: September 2014