These terms govern how Jak Steel & Supplies provide Goods to the Customer to the exclusion of any other terms and conditions or terms which are implied by trade, custom, practice or course of dealing.
In these Conditions the following definitions apply: VAT
Conditions means Jak Steel & Supplies terms and conditions of sale set out in this document;
Contract means the agreement between Jak Steel & Supplies and the Customer for the sale and purchase of Goods;
Customer means the customer who purchases the Goods from Jak Steel & Supplies and whose details are set out in the Order;
Customer Personnel means any subcontractors, agents or end users of the Customer;
Defects any defects which arise as a result of or are caused by Jak Steel & Supplies breach of clause 9.1 and “Defective” shall have the same meaning;
Description means the description of the Goods ordered including (without limitation) the specification and volume of Goods as set out or referred to in the Order Confirmation;
Force Majeure Event means any event(s) which are beyond a party’s reasonable control and which are preventing or delaying that party from performing its obligations under the Contract including any act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; epidemic or pandemic; interruption or failure of supplies of power, fuel, water, materials, transport, equipment or telecommunications service; any labour or trade dispute, industrial action, strike or lockout; but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Goods means the goods as set out or referred to in the Order Confirmation and to be supplied by Jak Steel & Supplies to the Customer;
Jak Steel & Supplies means Jak Steel & Supplies Trading Limited, registered in England and Wales with company number 10720707;
Location means the address(es) for delivery of the Goods as set out in the Order;
Order means an order for the Goods placed by the Customer and accepted by Jak Steel & Supplies as set out in the Order Confirmation;
Order Confirmation means the order confirmation sent by Jak Steel & Supplies to the Customer;
Price has the meaning given in clause 6.1;
Special Terms means any additional terms, which are agreed in writing between Jak Steel & Supplies and the Customer and which are set out or referred to in the Order Confirmation.
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.
2.1 Prices specified in a quotation provided by Jak Steel & Supplies will be valid for 7 days from the date of quotation, unless otherwise stated on the quotation. Jak Steel & Supplies does not guarantee those Prices where an Order is placed by the Customer after that period.
2.2 After placing an Order, Jak Steel & Supplies may (at its discretion) accept the Order by sending the Order Confirmation to the Customer.
2.3 The Contract between Jak Steel & Supplies and the Customer will beformed at the point that Jak Steel & Supplies send the Order Confirmation to the Customer.
2.4 The Contract will consist of these Conditions together with the details set out or referred to in the relevant Order, Order Confirmation and (where relevant) any Special Terms. These documents represent the entire agreement between Jak Steel & Supplies and the Customer.
3.1 It is the Customer’s sole responsibility and obligation to ensure that:
3.1.1 the Goods it selects and orders are suitable for the Customer’s intended purpose or application;
3.1.2 any Description is complete and accurate and any Goods prepared in accordance with the Specification will be fit for the purpose for which the Customer intends to use them.
3.2 Jak Steel & Supplies shall have no liability for any failure or faults that arise as a result of use or application of the Goods outside the normal operational / functional parameters of the Goods.
3.3 Any specifications, data, descriptions or statements as to suitability, performance or otherwise relating to the Goods given by Jak Steel & Supplies shall be given in good faith but are illustrative only and do not form part of the Contract or constitute representations.
3.4 Jak Steel & Supplies will supply test certificates in respect of the Goods ordered.
4.1 The Goods shall be delivered by Jak Steel & Supplies or its nominated carrier, agent or subcontractor to the Location on the date specified in the Order Confirmation.
4.2 Jak Steel & Supplies shall use its reasonable endeavours to meet delivery dates but such dates are approximate only. Time of delivery is not of the essence.
4.3 The Goods shall be deemed delivered on completion of unloading the Goods at the Location.
4.4 The Customer shall (or shall procure its Customer Personnel) be responsible for unloading the Goods at the Location and shall provide appropriate equipment and use its own labour force. If Jak Steel & Supplies employees or representatives assist or undertake loading/unloading, they shall be deemed to be the Customer’s agent and neither they nor Jak Steel & Supplies shall be liable for any loss or damage caused as a result.
4.5 Jak Steel & Supplies reserves the right to charge an additional fee if its delivery vehicle is kept waiting for an unreasonable amount of time at the Location, or is obliged to return without completing the delivery or if Jak Steel & Supplies provide staff to unload Goods (in accordance with clause 4.5 above).
4.6 Jak Steel & Supplies reserves the right to decline to deliver if:
4.6.1 it believes that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.6.2 the Location (or the access to the Location) is unsuitable for access by Jak Steel & Supplies vehicle(s).
4.7 Jak Steel & Supplies shall not be liable for any delay in or failure of delivery of the Goods caused by the Customer’s failure to:
4.7.1 (i) provide (or procure) access to the Location for delivery, (ii) prepare (or procure the preparation of) the Location as required for delivery or (iii) provide Jak Steel & Supplies with adequate instructions for delivery.
4.8 If Jak Steel & Supplies is unable to deliver the Goods, Jak Steel & Supplies may at its discretion store the Goods pending delivery. In such event, the Customer shall pay all storage and re-delivery costs and expenses, together with any insurance costs, incurred by Jak Steel & Supplies.
4.9 Failure to accept delivery of the Goods is not a valid ground for non-payment by the Customer. If the Customer fails to take delivery of the Goods within 7 days after notification by Jak Steel & Supplies without prejudice to its other rights under these Conditions, reserves the right to resell or otherwise dispose of part or all of the Goods not delivered and to charge the Customer for all costs and expenses incurred by Jak Steel & Supplies in connection with the non-delivery, resale and/or disposal of the Goods.
4.10 Jak Steel & Supplies may deliver Goods by instalments. Any delay, defect or discrepancies in delivery of an instalment shall not entitle the Customer to cancel any other instalment.
5.1 The Customer may not change the Order or the Description once the Order Confirmation has been sent by Jak Steel & Supplies, unless such change is agreed in writing by Jak Steel & Supplies and subject to any additional costs or variation in Price as determined by Jak Steel & Supplies.
5.2 Following delivery of the Goods in accordance with these Conditions, Goods are not returnable unless otherwise agreed in writing by Jak Steel & Supplies.
6.1 The price for the Goods shall be as set out or referred to in the Order Confirmation and is exclusive of VAT (or equivalent sales tax).
6.2 The Price is inclusive of packaging and delivery unless otherwise stated in the Order Confirmation.
7.1 Unless otherwise specified in the Order Confirmation, the Customer shall pay all invoices no later than 60 days following the end of the month in which the goods are delivered. Jak Steel & Supplies reserves the right to suspend or cancel future deliveries if payment is not received by the due date.
7.2 The Customer shall pay all amounts due in full without deduction, counterclaim or set-off.
7.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date Jak Steel & Supplies may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Barclays Bank PLC from time to time in force. Interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
7.4 Jak Steel & Supplies may (at its discretion) set and vary credit limits with the Customer from time to time.
7.5 here such credit arrangements are in place and the Customer exceeds any agreed credit limit, Jak Steel & Supplies reserves the right to:
7.5.1 suspend deliveries; if.
7.5.2 demand immediate payment of all outstanding invoices;
7.5.3 shorten (or cancel) the credit period set out in clause 7.1 above;
7.5.4 reduce or cancel the credit limit; and
7.5.5 require advance payments or payment on delivery.
8.1 Risk in the Goods shall pass to the Customer on delivery in accordance with these Conditions.
8.2 Title to the Goods will pass to the Customer once Jak Steel & Supplies has received payment in full for all amounts owed by the Customer to Jak Steel & Supplies (including payment for the Goods) at any given time.
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
8.3.1 hold the Goods as bailee for Jak Steel & Supplies;
8.3.2 store the Goods separately from all other material in the Customer’s possession;
8.3.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
8.3.4 insure the Goods from the date of delivery (or deemed delivery): (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting Jak Steel & Supplies interest on the policy;
8.3.5 ensure that the Goods are clearly identifiable as belonging to Jak Steel & Supplies;
8.3.6 not remove or alter any mark on or packaging of the Goods;
8.3.7 inform Jak Steel & Supplies immediately if it becomes subject to any of the events or circumstances set out in clauses 12.1.1-12.1.3;
8.3.8 and on reasonable notice permit Jak Steel & Supplies to inspect the Goods during the Customer’s normal business hours and provide Jak Steel & Supplies with such information concerning the Goods as Jak Steel & Supplies may request from time to time.
8.4 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 12.1.1-12.1.3 has occurred or is likely to occur.
8.5 If the Customer resells the Goods in accordance with clause 8.4, title to the Goods shall pass to the Customer immediately prior to the resale.
8.6 If, at any time before title to the Goods has passed to the Customer, the Customer informs Jak Steel & Supplies, or Jak Steel & Supplies reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 12.1.1-12.1.13, Jak Steel & Supplies may:
8.6.1 require the Customer at the Customer’s expense to re-deliver the Goods to Jak Steel & Supplies; and
8.6.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
9.1 Jak Steel & Supplies warrants that, on delivery: (i) the Goods shall comply with the Description on or referred to in the Order Confirmation; and (ii) are free from material defects in material and workmanship. Jak Steel & Supplies gives no other warranty in respect of the Goods and excludes any warranty, term or condition that would otherwise be implied as to the quality of the Goods or their fitness for any purpose.
9.2 The Customer shall satisfy itself that the Goods comply with the Order, including in respect of quantity delivered and will inspect them for any apparent Defects and damage. If the Customer believes that Goods are Defective, the Customer shall inform Jak Steel & Supplies in writing within a reasonable time of discovery of the Defect and no later than 7 days after delivery.
9.3 Jak Steel & Supplies shall, at its option, repair, replace, or refund the Price paid by the Customer for any Defective Goods, provided that the Customer:
9.3.1 has not not used, changed, modified or installed any of the Goods;provides Jak Steel & Supplies with sufficient information in writing as to the nature and extent of the alleged Defects; and
9.3.2 gives Jak Steel & Supplies a reasonable opportunity to examine the relevant Goods; and
9.3.3 returns the relevant Goods or makes them available for collection at Jak Steel & Supplies order. If the Customer fails to notify Jak Steel & Supplies in accordance with these requirements, it will not be entitled to reject the Goods and will be deemed to have accepted the Goods in accordance with the Contract.
9.4 The provisions of these Conditions, including the warranties set out in clause 9.1, shall apply to any Goods that are repaired or replaced under the terms at this clause 9.
9.5 Jak Steel & Supplies shall not be liable for any Defect:
9.5.1 which arises by reason of wilful damage or negligence by the Customer, the Customer Personnel or a third party;
9.5.2 to the extent caused by a failure by the Customer or Customer Personnel to comply with industry standards or good practice or Jak Steel & Supplies instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
9.5.3 to the extent caused by Jak Steel & Supplies following any requirement of the Customer in relation to the Goods; or
9.5.4 where the Customer modifies any Goods without Jak Steel & Supplies prior consent or, having received such consent, not in accordance with industry standards or good practice or Jak Steel & Supplies instructions.
9.6 The Customer shall not be entitled to reject any Goods on the basis of weight, dimensions, quality, quantity and finish so long as the Goods are within industry standard tolerances.
10.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
10.2 Subject to clause 10.4, Jak Steel & Supplies total liability shall not exceed the Price paid for the Goods under the relevant Contract.
10.3 Subject to clause 10.4, Jak Steel & Supplies shall not be liable for consequential, indirect or special losses, loss of profit or loss of business opportunity.
10.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other losses which cannot be excluded or limited by applicable law.
11.1 either party shall be liable if delayed in or prevented from performing its obligations under the Contract due to a Force Majeure Event.
11.2 If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving written notice to the affected party.
12.1 Either party may terminate the Contract or any other Contract and Jak Steel & Supplies may suspend delivery under the Contract or any other Contract by giving notice in writing to the other party (at which point, all credit is withdrawn and any monies owed to Jak Steel & Supplies for this or any other Contract shall become immediately due and payable) if the other party:
12.1.1 is in breach of the Contract;
12.1.2 has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 14 days after Jak Steel & Supplies has given notification that the payment is overdue; or
12.1.3 stops carrying on all or a significant part of its business, takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up or made bankrupt (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring) or having a receiver appointed to any of its assets.
12.2 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Jak Steel & Supplies to terminate the Contract under this clause 12, it shall immediately notify Jak Steel & Supplies in writing.
12.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Jak Steel & Supplies at any time up to the date of termination.
13.1 Jak Steel & Supplies may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2 The Customer 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.
13.3 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.
13.4 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.
13.5 Subject to clause 5 above, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 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:
13.6.1 waive that or any other right or remedy; nor
13.6.2 prevent or restrict the further exercise of that or any other right or remedy.
13.7 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 partprovision 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.
13.8 No one other than a party to this Contract have any right to enforce any of its terms.
13.9 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.
13.10 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.