1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London
are open for business. Commencement Date: has the meaning set out in clause 2.2.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or
Services in accordance with these Conditions. Customer: the person or firm who purchases the
Goods and/or Services from the Supplier.
Deliverables: the deliverables set out in the Order.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings,
that is agreed by the Customer and the Supplier.
Intellectual Property Rights: all copyright and related rights, rights in goodwill or to sue for
passing off, rights in designs, moral rights, rights in confidential information (including know-how
and trade secrets) and any other intellectual property rights.
Order: the Customer’s order for the supply of Goods and/or Services, as agreed verbally and
evidenced in writing (together with any plans and drawings) and confirmed by the Customer’s
written acceptance of the Supplier’s quotation and order confirmation.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as
set out in the Service Specification.
Service Specification: the description or specification for the Services as agreed in the Order
and confirmed in writing by the Supplier to the Customer.
Supplier: 24 HRS STEEL LTD, 257 Downham Way , Bromley Kent , BR1 5EN
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in
accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance
of the Order in the form of an order confirmation, at which point and on which date the Contract
shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer
acknowledges that it has not relied on any statement, promise or representation made or given
by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any
illustrations or descriptions of the Services by the Supplier are issued or published for the sole
purpose of giving an approximate idea of the Services and/or Goods described in them. They
shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied by trade, custom, practice or course of
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period
of 30 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where
application to one or the other is specified.
3.1 The Goods will be those Goods described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods
Specification supplied by the Customer, the Customer shall indemnify the Supplier against all
liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional
costs and expenses) suffered or incurred by the Supplier in connection with any claim made
against the Supplier for actual or alleged infringement of a third party’s intellectual property rights
arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.2
shall survive termination of the Contract.
4. DELIVERY OF GOODS
4.1 The Supplier shall deliver and if agreed install, the Goods at the location agreed with the
Customer and set out in the Order or such other location as the parties may agree (Delivery
Location) at any time after the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods’ arrival and if agreed installation, at
the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is
not of the essence unless agreed with the Customer at the time the Order was placed. The
Supplier shall not be liable for any delay in delivery of the Goods that is caused by the Customer,
a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery
4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses
incurred by the Customer in obtaining replacement goods of similar description and quality in the
cheapest market available, less the price of the Goods.
4.5 If the Customer fails to accept or take delivery of the Goods within 7 Business Days of the
Supplier notifying the Customer that the Goods are ready, then except where such failure or
delay is caused by the Supplier’s failure to comply with its obligations under the Contract in
respect of the Goods:(a) delivery of the Goods shall be deemed to have been completed at 9.00
am on the 10th Business Day following the day on which the Supplier notified the Customer that
the Goods were ready; and(b) the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including insurance).
4.6 If 10 Business Days after the Supplier notified the Customer that the Goods were ready for
delivery the Customer has not accepted or taken delivery of them, the Supplier may resell or
otherwise dispose of part or all of the Goods.
5. QUALITY OF GOODS
5.1 Where the Customer demonstrates the Goods to be defective the Supplier shall not be liable
for the defect if:
(a) the Customer makes any further use of the Goods after giving notice of the defect to the
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if
there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods
Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they
comply with applicable statutory or regulatory standards.
5.2 The terms of these Conditions shall also apply to any repaired or replacement Goods
supplied by the Supplier.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in
full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Supplier has supplied to the Customer in respect of which payment
has become due; and
(c) any Services provided by the Supplier.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) store the Goods separately from all other goods held by the Customer so that they remain
readily identifiable as the Supplier’s property;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their
full price on the Supplier’s behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 12;
(e) give the Supplier such information relating to the Goods as the Supplier may require from
time to time,
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of
the events listed in clause 12, or the Supplier reasonably believes that any such event is about to
happen and notifies the Customer accordingly, then, provided the Goods have not been resold,
or irrevocably incorporated into another product, and without limiting any other right or remedy
the Supplier may have, the Supplier may at any time require the Customer to deliver up the
Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any
third party where the Goods are stored in order to recover them.
7. SUPPLY OF SERVICES
7.1 The Supplier shall provide the Services to the Customer in accordance with the Service
Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the
Services specified, but any such dates shall be estimates only and time shall not be of the
essence for the performance of the Services unless agreed in writing with the Supplier at the
time of the Order.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary
to comply with any applicable law or safety requirement, or which do not materially affect the
nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods
Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to
the Customer’s premises, office accommodation and other facilities as reasonably required by
the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably
require to supply the Services, and ensure that such information is accurate in all material
(e) prepare the Customer’s premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required
for the Services before the date on which the Services are to start;
(g) keep and maintain all materials, equipment, documents and other property of the Supplier
(Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the
Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the
Supplier Materials other than in accordance with the Supplier’s written instructions or
(h) accept responsibility for any damage to fixtures arising naturally out of the installation of the
Goods at the Delivery Location unless caused by the Suppliers negligence and indemnifies the
supplier against the same.
8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented
or delayed by any act or omission by the Customer or failure by the Customer to perform any
relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend
performance of the Services until the Customer remedies the Customer Default, and to rely on
the Customer Default to relieve it from the performance of any of its obligations to the extent the
Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as
set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses
sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9. CHARGES AND PAYMENT
9.1 The price for Goods shall be the price set out in the Order. The price of the Goods is
exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall
be paid by the Customer when it pays for the Goods.
9.2 The charges for Services shall be on a fixed fee basis and agreed with the Customer at the
time of the Order. The Supplier reserves the right to increase the amount charged for the
(a) There is any material change to the Service Specification.
(b) There are any unforeseen circumstances of which the Supplier could not have been aware
until visiting the Delivery Location or during the course of providing the Services.
(c) There is delay in delivering the Services cause by the Customer or circumstances beyond the
control of the Supplier.
9.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the
Customer at any time before delivery, to reflect any increase in the cost of the Goods to the
Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations,
increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods
ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the
Customer to give the Supplier adequate or accurate information or instructions in respect of the
9.4 In respect of Goods and/or the Services, the Supplier shall invoice the Customer at the time
of confirming the Order.
9.5 The Customer shall pay each invoice submitted by the Supplier:(a) within 30 days of the date
of the invoice; and(b) in full and in cleared funds to a bank account nominated in writing by the
Supplier, and time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect
of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT
purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on
receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in
respect of VAT as are chargeable on the supply of the Services or Goods at the same time as
payment is due for the supply of the Services or Goods. Where projects are considered to be
exempt or zero rated for value added tax, it is the customer’s responsibility to provide written
proof to the supplier, PRIOR to contract start. Failing to provide written proof will result in VAT
being charged and it is the customer’s responsibility to “re-claim” this from the appropriate
9.7 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any
payment due to the Supplier under the Contract by the due date for payment (Due Date), the
Supplier shall have the right to charge interest on the overdue amount at the rate of 5 per cent
per annum above the then current Bank of England base rate accruing on a daily basis from the
Due Date until the date of actual payment of the overdue amount, whether before or after
judgment, and compounding quarterly.
9.8 The Customer shall pay all amounts due under the Contract in full without any deduction or
withholding except as required by law and the Customer shall not be entitled to assert any credit,
set-off or counterclaim against the Supplier in order to justify withholding payment of any such
amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off
any amount owing to it by the Customer against any amount payable by the Supplier to the
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be
owned by the Supplier.
11.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights
in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the
Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the
Supplier to license such rights to the Customer.
11.3 All Supplier Materials are the exclusive property of the Supplier.
12. LIMITATION OF LIABILITY
12.1 The Supplier shall under no circumstances what be liable to the Customer, 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.
12.2 The Supplier’s total liability to the Customer 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 total price paid for the Goods and
12.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by
statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 11 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of its obligations under this Contract and (if such
breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing
of the breach;
(b) the Customer becomes or is about to become insolvent (being a Company), bankrupt (being
an individual), enters into a compromise or arrangement with its creditors, is wound up or begins
the process of winding up or an administrator is appointed.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
(a) by giving the Customer 3 months’ written notice;
(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any
amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the
supply of Services or all further deliveries of Goods under the Contract or any other contract
between the Customer and the Supplier if:
(a) the Customer fails to make pay any amount due under this Contract on the due date for
(b) the Customer becomes subject to any of the events listed in clause 13.1(b), or the Supplier
reasonably believes that the Customer is about to become subject to any of them.
14. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid
invoices and interest and, in respect of Services supplied but for which no invoice has yet been
submitted, the Supplier shall submit an invoice, which shall be payable by the Customer
immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not
been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s
premises and take possession of them. Until they have been returned, the Customer shall be
solely responsible for their safe keeping and will not use them for any purpose not connected
with this Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected,
including the right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full
force and effect.
15.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the
reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial
disputes (whether involving the workforce of the party or any other party), failure of a utility
service or transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform
its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or
Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies,
have the right to terminate this Contract immediately by giving written notice to the Customer.
15.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights under the Contract and may subcontract or delegate in any
manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer,
charge, subcontract or deal in any other manner with all or any of its rights or obligations under
(a) If a court or any other competent authority finds that any provision of the Contract (or part of
any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the
extent required, be deemed deleted, and the validity and enforceability of the other provisions of
the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable
and legal if some part of it were deleted, the provision shall apply with the minimum modification
necessary to make it legal, valid and enforceable.
15.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a
partnership or joint venture of any kind between any of the parties, nor constitute any party the
agent of another party for any purpose. No party shall have authority to act as agent for, or to
bind, the other party in any way.
15.6 Third parties: A person who is not a party to the Contract shall not have any rights under or
in connection with it.
15.7 Variation: Except as set out in these Conditions, any variation, including the introduction of
any additional terms and conditions, to the Contract shall only be binding when agreed in writing
and signed by the Supplier.
15.8 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or claims),
shall be governed by, and construed in accordance with, English law, and the parties irrevocably
submit to the exclusive jurisdiction of the courts of England and Wales.