Terms And Conditions of Sale
FOR AVOCET STEEL STRIP LIMITED TRADING AS AVOCET PRECISION METALS (PART OF THE AVOCET MATERIALS GROUP)
1 APPLICATION
1.1 These terms and conditions will apply to the purchase of the goods by you (the Customer or you). We are Avocet Steel
Strip Limited, registered in the UK under number 3255066, whose registered address is at Unit B3 Manor Point, Holmes
Chapel, Crewe, CW4 8GL (the Supplier, us, we, or APM).
1.2 These are the terms on which we sell all goods to you and by ordering, you agree to be bound by the terms and conditions
contained within this document.
1.3 These conditions shall form the basis of the Contract. No variations to these terms will be valid unless provided in writing
in the Quotation and signed by a director.
1.4 In the event of contention between these conditions and any variations contained in the Quotation, the conditions in the
latest shall prevail.
2 DEFINITIONS
2.1 “Confidential Information” – any information that relates to the Company or its operations, which is not already in the
public domain.
2.2 “Contract” – the legal-binding agreement between the Customer and us for the sale and purchase of the Products.
2.3 “Delivery Location” – the Customer’s premises or other location where the Products are to be supplied, as set in the
Purchase Order.
2.4 “Purchase Order” – the Customer’s order for the products from us as set out.
2.5 “Order Confirmation” – A formal acknowledgment sent by the Supplier to the Customer, indicating that the Customer’s
order has been received, accepted, and is being processed. The Order Confirmation will typically include an order number,
date and time of the order, Customer and Supplier information, a description of the goods or services ordered, payment
terms, delivery details, applicable terms and conditions, and any special instructions. The Order Confirmation signifies the
formation of a binding agreement between the Customer and the Supplier under the specified terms
2.6 “Quotation” – the document defining the price, extent of the supply and timescale for provision of the goods and/or
services from us.
2.7 “Products” – any goods that we supply to you, on the quantity and description set in the Order.
2.8 “Tolerance” – an acceptable dimension or variation from the precise product in weight, strength, dimensions, the mix of a
material or any other aspects that involves the product.
3 ACCEPTANCE OF ORDERS
3.1 No Purchase Order shall be deemed to have been accepted unless confirmed by an Order Confirmation issued by us.
3.2 When a Purchase Order has been made, we can reject it for any reason, although we will try to tell you the reason without
delay.
3.3 Any Quotation is valid for a maximum period of 5 (five) days from its date unless we expressly withdraw it at an earlier
time or state differently.
3.4 No variation of the Contract, whether about specifications, price or any other details related, can be made after the Order
Confirmation has been issued, unless the variation is agreed by both parties in writing.
4 PRICE AND PAYMENT
4.1 Prices are shown in the Quotation and are exclusive of Value Added Tax (VAT), where applicable, which will be levied when
invoicing, if appropriate.
4.2 When the Customer is resident outside the United Kingdom (UK) and the European Union (EU), they shall indemnity us
against any local taxes, withholding taxes, or levies, and shall remit the full amount of any invoice from us.
4.3 Payment is to be made within 30 (thirty) days after the date of the invoice by direct bank transfer if within the UK, or by
SWIFT or other telegraphic method if outside the UK, unless agreed otherwise.
4.4 The bank details, payment method and currency will be illustrated in the invoice.
4.5 Payment terms are 100% pro-forma for the delivery of Products outside the UK, unless stated otherwise.
4.6 Delayed payments up to 60 (sixty) days from the date of the invoice will attract an additional charge of 1% of the total
invoice value, adding another 1% every 30 (thirty) days of delay.
4.7 The imposition of clause 4.6 will not stop us from pursuing immediate payment of the outstanding invoice.
5 QUANTITY AND DELIVERY
5.1 Minimum ordering quantity is dependent upon stock position, gauge ordered and many other variables and is therefore
only available upon application. We can deliver over and under shipment amounts and the Customer shall not be entitled
to object or reject the products or any portion of them and shall pay for such goods at the price set with a pro rata
adjustment. The quantities could vary from:
a) 1 to 200 lbs yield of coil;
b) 201 to 500 lbs +/- 30% variation;
c) 501 to 1,000 lbs +/- 20% variation;
d) 1,001 and over +/- 10% variation.
5.2 Any delivery time referred to in any Quotation or acceptance by us, shall be deemed to commence from the date of issue
of the Order Confirmation.
5.3 We undertake to use all reasonable endeavours to complete delivery of the Products by the estimated delivery date,
however, does not guarantee to do so. Delivery date is not the essence of the Contract and delays will not entitle the
Customer to cancel the order nor to claim for loss of trade, profits, or damages against the Supplier.
5.4 Should the delivery be delayed by any cause beyond our reasonable control or force majeure even, a reasonable extension
of time for delivery shall be granted by the Customer.
5.5 If the Customer or their nominated, fail, through no fault of ours, to take delivery of the Products at the Delivery Location,
we may charge the reasonable costs of storing and redelivering them.
5.6 The Products will become your responsibility as per Incoterms illustrated on the Order Confirmation.
6 VARIATION OR CANCELLATION
6.1 Variations made to the Quotation or Purchase Order, either to the extent of supply, timescale, starting date, or schedule of
deliveries, may affect the initially quoted price and delivery estimates, in which case a new Quotation will be issued.
6.2 You can withdraw the Purchase Order by telling us at any time prior to the Contract being made, without incurring any
liability.
6.3 In the event of the order being cancelled after the work has commenced, the Customer shall be liable to reimburse us for
all expenses and costs incurred in addition to loss of profits incurred as a result.
7 WAIVER
7.1 The failure of either party to follow these Terms And Conditions (Ts & Cs) or the failure to exercise, any clause or part
contained within this document, shall not constitute a waiver, and shall not cause a diminution of the obligations
established by the Contract.
7.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing.
7.3 A waiver of any clause or part contained within this document, arising from a breach of the Contract, shall not constitute a
waiver of any right arising from any other subsequent breach of the contract.
8 WARRANTY
8.1 We warrant that the Products delivered shall accord with the Quotation and the Order Confirmation, however, does not
warrant their fitness for any other purposes.
8.2 We warrant that the Products will be within the tolerances permitted and these will be accepted by the customer.
8.3 The Customer shall carry out a thorough inspection of the delivered Products within 45 (forty five) natural days from
delivery and shall give immediate written notification to us of any omissions, defects, or faults. If any of these appear to be
damaged during shipment, then the carrier should be notified by the Customer immediately and in any case within 7 (seven) natural days of receipt of the Products. If we are not notified within 7 (seven) days, we will assume that there was no damage during shipment and the Products were delivered in perfect condition.
8.4 Our liability under this warranty shall be limited to the invoice value of the Products and we will not be liable for any
consequential loss or damage however caused.
9 INDEMNITY
9.1 The Customer undertakes to indemnity us against any breaches of intellectual property that the Customer may commit in
the provision of information or materials to us.
9.2 We undertake to indemnify the Customer against any breaches of intellectual property that we may commit in the
provision of information or materials to the Customer.
10 PRIVACY
10.1 The Customer’s privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation
(GDPR) regarding your personal information.
10.2 For the purpose of these Terms And Conditions (Ts & Cs):
a) Data Protection Laws means any applicable law relating to the processing of Personal Data, including, but not limited
to the GDPR;
b) GDPR means the UK General Data Protection Regulation;
c) Data Controller, Personal Data and Processing shall have the same meaning as in the GDPR.
10.3 We are a Data Controller for all Personal Data that we determine the means and purpose of processing.
10.4 Where you supply Personal Data to us so we can provide the Products to you, and we process that Personal Data while
providing the Products to you, we will comply with our obligation imposed by the Data Protection Laws:
a) before or at the time of collecting Personal Data, we will identify the purpose for which information is being collected;
b) we will only Process Personal Data for the purpose identified;
c) we will respect your rights in relation to your Personal Data;
d) we will implement technical and organizational measures to ensure your Personal Data is secure.
10.5 We will handle your Personal Data to provide you with promotional information and newsletters in line with any
preferences you have told us about, unless expressly stated that you do not wish to receive marketing communications.
11 CONFIDENTIALITY
11.1 Neither parties shall at any time divulge or allow to be divulged to any person, any confidential information relating to the
products or business affairs of the other party, other than to authorize employees of either party who have a need to
know.
12 OWNERSHIP
12.1 The ownership of the Products shall remain with us until payment in full has been made. The Customer shall keep all
deliverables in the exact same conditions and separate from other stock and labelled as our property until the Customer
takes title.
13 FORCE MAJOR
13.1 In the event of any failure by a party because of something beyond its reasonable control:
a) the party will advise the other party as soon as reasonably practicable;
b) the Supplier retains the right to either suspend deliveries or to cancel the Contract without liability;
c) if by reason of Force Majeure there is an incomplete delivery, the Customer undertakes to accept the Products that
have been completed as a part performance of the Contract.
14 OBJECTIONS
14.1 The Customer has the right to make objections in writing, by email or by speaking to someone in the organization.
14.2 We will arrange for the objection to be investigated in accordance with our internal procedure by applying the Eight disciplines problem solving (8D).
14.3 The person investigating the matter will be the Quality Manager, who is independent and not involved in the subject.
14.4 We will aim to finish the investigation as soon as possible and provide the customer with a detailed outcome and
corrective actions based on the thorough analysis of the problem.
15 DISPUTES
15.1 Any disputes between the Customer and the Supplier shall be resolved amicably within 21 (twenty one) days by
reasonable negotiation.
15.2 If there is failure to agree after 21 (twenty one) days, the dispute shall be finally settled:
a) under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by one or more
arbitrators appointed in accordance with the established rule, physically or remotely;
b) by Mediation using a mediator appointed by the Centre for Effective Dispute Resolution (CEDR) in London.
16 APPLICABLE LAW
16.1 The Contract shall be governed by and constructed in accordance with English law and subject to exclusive jurisdiction of
the English courts, unless agreed and stated otherwise.
16.2 If any provision in the Contract is declared by any judicial or competent body to be void and unenforceable:
a) the parties shall amend the provision in such reasonable manner as achieves the intention of the parties without
illegality;
b) the remaining provisions of the Contract shall remain in force and effect, unless either party, in its discretion, decides
that the effect is to defeat the original intention of the party;
c) in the case of clause 15.2(b), either party shall be entitled to terminate the Contract without penalty.