Terms & Conditions

The Buyer’s attention is drawn in particular to the provisions of clauses 4 and 9.

1. INTERPRETATION

1.1 Definitions

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 11.3.
“Contract” means the contract between the Supplier and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
“Buyer” means the person or firm who purchases the Goods from the Supplier.
“Goods” means the goods (or any part of them) set out in the Order.
“Order” means an order placed for the Goods by the Buyer to the Supplier either verbally or in writing.
“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed by the Buyer and the Supplier.
“Supplier” means Sheffield Tooling Co Ltd (registered in England and Wales with company number 10323543).

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

INSPECTION AND ACCEPTANCE OF GOODS

3.1 If the Goods are purchased at the Supplier’s premises, the Buyer shall thoroughly examine and inspect the Goods prior to removing the Goods from the Supplier’s premises.
3.2 The Buyer shall be deemed to have accepted the Goods if following an inspection pursuant to clause 3.1, the Goods are removed from the Supplier’s premises, payment is made and/or no issues are raised with the Supplier.
3.3 If Buyer purchases the Goods online, the Buyer shall have a period of 24 hours from the date delivery to thoroughly examine and inspect the Goods.
3.4 The Buyer shall be deemed to have accepted the Goods if following an inspection pursuant to clause 3.3, no issues are raised with the Supplier.
3.5 If the Buyer believes the Goods may have been damaged in transit it must inform the Supplier immediately upon receipt and confirm this in writing within 48 hours of receipt, failure to do so will invalidate any claim against the Supplier or its agents.
3.6 The Supplier shall not, in any circumstances, be liable for a Buyer’s failure to inspect the Goods sold hereunder, or shall Supplier be liable for any inaccuracies, insufficiencies or omissions in any descriptions or Specifications.

4. DELIVERY

4.1 If the Supplier is to deliver the Goods it shall do so at a location nominated by the Buyer at a time to be agreed between the parties.
4.2 If the Buyer is to collect the Goods from the Supplier’s premises at such location as may be advised by the Supplier prior to collection within three business days of the Supplier notifying the Buyer that the Goods are ready.
4.3 Delivery is completed at the point of collection or on the completion of unloading of the Goods at the Buyer’s nominated address (as applicable).
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Buyer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a force majeure event or the Buyer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 In the event of the Buyer fails to collect or accept delivery of the Goods in accordance with the Contract then, except where such failure or delay is caused by a force majeure event or the Supplier’s failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third business day after the day on which the Supplier notified the Buyer that the Goods were ready; and
4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
4.7 If ten business days after the day on which the Supplier notified the Buyer that the Goods were ready for delivery the Buyer has not collected or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

5. NO WARRANTIES

Unless otherwise specified in writing, and subject to clause 4, the Goods are sold on an “as is” and “with all faults” basis and shall be deemed accepted by the buyer on delivery and the Supplier hereby disclaims all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for particular purpose in relation to the Goods or all and any modifications. This means the Goods are supplied strictly sold as seen and have not been refurbished, examined or tested and there is no guarantee that the Goods will satisfy the Buyer’s needs. An order will only be accepted by the Supplier on receipt of a letter acknowledging these terms.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
6.2 Title to the Goods shall not pass to the Buyer until the Supplier receives payment in full (in cash or cleared funds).
6.3 Until title to the Goods has passed to the Buyer, the Buyer shall keep the Goods separately from all other goods held by the Buyer and maintain the Goods in satisfactory condition.
6.4 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 8, then, without limiting any other right or remedy the Supplier may have:
6.4.1 the Supplier may at any time:
6.4.1.1 require the Buyer to deliver up all Goods in its possession; and
6.4.1.2 if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT

7.1 The prices quoted online or at the Supplier’
7.2 All prices quoted shall be subject to change due to market fluctuations and if no price is quoted, the price shall be the Supplier’s current list price.
7.3 Unless agreed otherwise, the Buyer shall pay for the Goods at the point of purchase either online or at the Supplier’s premises.
7.4 The Supplier may agree to invoice the Buyer in respect of Goods purchased and the Buyer shall pay the invoice on 30 days from the date of invoice.
7.5 The Supplier may accept payment by way of cash, cheque or credit/debit card.
7.6 The time for payment shall be of the essence of the Contract.
7.7 Without prejudice to the right of the Supplier to payment in accordance with these terms of payment interest shall be payable on overdue invoices at the rate of 2% per month or part of a month to run from the due date for payment until receipt by the Supplier of the full invoice amount whether or not after judgment.
7.8 Payment shall unless otherwise agreed in writing be made in full without any deduction or set-off except in respect of any payment already made by or credit issued to the Buyer relating to the Contract. Save as aforesaid no claim by the Buyer shall entitle the Buyer to withhold or delay payment of sums due to the Supplier.

8. TERMINATION

8.1 If any sum owing by the Buyer to the Supplier is overdue under this or any other Contract or if the Buyer commits any breach of the terms and conditions of the Contract or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with its creditors or goes or is put into liquidation or if a receiver or administrator is appointed over any part of the Buyer’s business the Supplier may without prejudice to any rights which may have accrued or which may accrue to it terminate the Contract by notice in writing without compensation to the Buyer.
8.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
8.3 On termination of the Contract for any reason the Buyer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
8.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 the Supplier shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 the Supplier’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

10. FORCE MAJEURE

The Supplier shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the Supplier being prevented, hindered or delayed in the performance of its obligations under the Contract by reason of any act of God, war (whether declared or not) riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, drought, exercise of governmental authority or legislation, difficulty in obtaining workmen, materials or transport or other circumstances whatsoever outside the reasonable control of the Supplier.

11. GENERAL

11.1 Assignment and other dealings. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2 Entire agreement.
11.2.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.2.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.4 Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy; nor prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.6 Notices. Any notice to be provided under the Contract shall be deemed to have been duly given if sent by prepaid first class registered or recorded delivery post or email transmission delivered to the party concerned at its principal place of business or last known address. Notices sent by prepaid first class registered or recorded delivery post shall be deemed to have been given two days after despatch and notices sent by email shall be deemed to have been given on the day of despatch.
11.7 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
11.8 Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.