Terms & Conditions

1.Definitions
(a)“the Company” is Sheffield Fabrications Ltd.

(b)“the Customer” is any party entering into a contract with the Company for the supply, installation or maintenance of goods, materials or equipment.

(c)Delivery of goods (other than goods installed by the Company) shall be deemed to take place:(i)where goods are delivered by the Company’s own transport, at the moment when the goods or materials are lifted from the delivery vehicle; or(ii)where goods are delivered by other means of transport, at the moment when the goods or materials are loaded onto the vehicle used for such transport.

(d)“Normal Working Hours” means any 8 hour period at the Company’s discretion between the hours of 7.30 am and 6.30 pm Monday to Friday excluding bank holidays.

(e)“Act of Insolvency”: means:

(i)the Customer having any distress, execution or other insolvency process levied upon it; or(ii)the Customer making, or offering to make, any arrangements or compromise with creditors, or committing any act of bankruptcy; or(iii)the Customer having any petition or receiving order in bankruptcy presented or make against it.(iv)the Customer having a receiver of its property or assets or any part of them appointed;

2.General
(a)These Terms and Conditions apply to every contract between the Company and any Customer and to all further contracts between the Company and that Customer (until and unless the Company notifies that Customer of revised Terms and Conditions).

(b)No prior statements made by the Company or the Customer, nor any correspondence between them, are incorporated into any such contract unless separately agreed in writing by the Company.

(c)No representation by or on behalf of the Company by an employee or agent (including but not limited to advice or recommendations as to the quality or suitability for specific purposes of the Company’s goods) takes effect unless separately confirmed by the Company in writing and the Customer agrees that it does not enter into any contract in reliance on such representations unless so confirmed.

(d)The Customer acknowledges and accepts that the Company may:(i)make such changes to the specification of its goods as are required to comply with applicable safety or statutory requirements;(ii)increase its prices after the contract is agreed to reflect any increase in the price it is charged by its suppliers for goods or materials or inflation.

(e)Other than in accordance with these terms and conditions, no variation to any contract takes effect unless agreed in writing by a director of the Company.

(f)Any agreed variation in the scope of work will be charged for by the Company at the sum agreed between the parties or, in default of such agreement on price, at the Company’s prevailing rates.

(g)No waiver by the Company of any of these Terms andConditions or forbearance to enforce any remedy it isentitled to shall prejudice any of the Company’s otherrights and remedies or operate as a waiver of any otherbreach by the Customer under any contract with theCompany.

(h)Should any of these Term or Conditions be held to beinvalid or unenforceable in whole or in part the validity andenforceability of the remaining part and of the otherTerms and Conditions shall not be affected.

(i)The Customer may not assign the benefit of any contractwith the Company without the written consent of theCompany.

(j)Nothing in these terms and conditions shall confer anyright upon a third party and the Customer agrees that theoperation of the Contracts (Rights of Third Parties) Act1999 is excluded from any contract to which these termsand conditions apply.

3.Credit
(a)Credit will be granted at the sole discretion of theCompany and subject to the Customer providing a fully-completed application form and to the Customer’sreferences being taken up and reviewed. The Companyalso reserves the right to carry out credit checks withCredit Reference Agencies where appropriate beforeoffering credit.

(b)The provision of credit by the Company to the Customeris subject to the Customer’s compliance with Clause 4(a)and may be withdrawn by the Company at any time andat the Company’s sole discretion.

(c)Credit accounts will be reviewed periodically andaccounts that have not traded for 6 months may havecredit suspended or withdrawn.

(d)If credit is withdrawn for any reason the Company shallbe entitled to any or all of the remedies under Clause 4(d).

4.Payment
(a)All invoices are strictly net for payment within 30 days ofdate of invoice and time of payments shall be of theessence of the contract.

(b)Where goods are sold by instalments each instalmentshall be invoiced and paid for separately.

(c)Where installation work is carried out the Company mayissue periodic invoices.

(d)If for any reason whatsoever payment is not made whendue the Company shall be entitled to:
(i)charge interest and fees in accordance with the LatePayment of Commercial Debts (Interest) Act 1998;
(ii)cancel or suspend any contract with the Customer;
(iii)require the Customer to pay any other sums due tothe Company immediately;
(iv)enter into the premises of the Customer andrepossess and remove all of its goods that remain itsproperty under clause 8, including such goods ashave been installed but for which title has not yetpassed under clause 8(b).

(e)The Customer agrees that it shall not be entitled towithhold payment by reason of:
(i)retention;
(ii)any re-work or repair whether or not agreed with theCompany under these Terms and Conditions.(iii)set-off or counterclaim in respect of any claimdisputed by the Company.
(f)The Customer agrees to indemnify the Company inrespect of the full amount of any fees costsdisbursements or expenses incurred (including court feesand the reasonable cost of legal representation) arisingfrom overdue payment by the Customer or any otherbreach by the Customer of these terms and conditions.

5.Termination or Suspension
(a)Without prejudice to any of its other rights the Companymay terminate the contract or suspend further deliveriesto the Customer in the event of:
(i)the Customer failing to make due payment inaccordance with Clause 4(a) for any goods or workdone; or
(ii)any act of Insolvency relating to the Customer; or
(iii)the Company receiving any information indicatingthat the Customer is or may become unable to payits debts.
(b)In the event the contract is terminated under clause 5(a)the Company shall be entitled to any or all of the remediesunder clause 4(d).
(c)The Company reserves the right to withhold performanceof any of its obligations under the contract if in its soleopinion the Customer’s credit status becomesunsatisfactory.

6.Customer’s Obligations during Installation orMaintenance Works
(a)The Customer shall ensure that its employees andvisitors comply with all access control and health andsafety requirements specified by the Company during theduration of any installation or maintenance works.
(b)The Customer shall ensure uninterrupted access for theCompany to the work site for the duration of anyinstallation or maintenance works.
(c)The Customer shall ensure adequate provision of powerand light for the Company to carry out work.
(d)The Customer shall be responsible at all times for anyloss or theft of, or damage to, the goods supplied by theCompany howsoever caused and for the safe storage ofthe Company’s materials, vehicles and equipment at theCustomer’s premises.
(e)The Customer shall reimburse the Company in full for thevalue of any of the Company’s materials, vehicles andequipment at the Customer’s premises that sufferdamage or loss, howsoever caused.
(f)Where the works carried out by the Company arealterations, adaptations, modifications, or extensions to,or maintenance of, any existing works, the Company shallnot be liable for any defect which may become apparentin the existing works by reason of the works executed bythe Company.

7.Delivery, Installation and Storage
(a)Quotations are valid for 30 days from the date ofquotation. Any date or time quoted for delivery orinstallation is given as an estimate only and the Companyshall:
(i)not be liable for any loss or damage howsoeverarising by any matter beyond its reasonable controlfrom failure to deliver or carry out installation on or bysuch stated date or at such stated time;
(ii)if found liable for loss or damage arising from failureto deliver on such stated date or at such stated timeshall be liable only for loss limited to the excess (ifany) over the price of the goods of the cost to theCustomer of similar goods in the cheapest availablemarket.

(b)Unless agreed otherwise the Company’s quotation forinstallation is based upon the works being executed innormal working hours and undertaken in one single dayor block of days, with full continuity of work so as to allowthe Company to carry out the works in an orderly mannerand logical sequence to comply with any completion dateagreed with the Customer.

(c)If it becomes reasonably apparent to the Company thatthe commencement, progress or completion of the worksor any party thereof is being or is likely to be delayed forany reason at any time, then the Customer shall in writinggrant an extension of time to the Company as is fair andreasonable for the completion of the works.

(d)The Company will use reasonable endeavours toaccommodate the Customer’s programme of work bymaking reasonable and practical adjustments to itssequence of work. The Customer agrees that if anyadditional cost is incurred by the Company by reason ofrescheduling or interrupting its work for the convenienceof the Customer then the Company will be entitled tocharge the Customer for all such costs (including indirectand consequential losses) and to recover such chargesin accordance with Clause 4.

(e)If the Customer causes the delivery of goods or any partthereof to be delayed beyond the time when they wouldotherwise have been delivered or does not makeavailable a person authorised to sign for a delivery suchgoods shall be removed to the Company’s premises orother storage facility and stored by the Company at thesole risk and expense of the Customer.

(f)The Customer agrees that any failure of the Company tomake any delivery shall not entitle the Customer to cancelor suspend any subsequent or other delivery or contract.

8.Passing of Risk and Retention of Title
(a)Risk in goods supplied passes to the Customer:
(i)For goods not installed by the Company, upondelivery by the Company as defined at clause 1(c);
(ii)For goods installed by the Company, upon theagreed sign-off by the Company and Customer of thecompletion of installation.

(b)Notwithstanding the provisions of Clause 8(a) as to thepassing of risk, goods supplied by the Company shallremain its sole property until the Customer has paid in fullthe agreed price and all other sums due from theCustomer to the Company whether under this Contract orotherwise (including any interest due). Notwithstandingsuch retention of title, the Company shall be entitled tomaintain an action for the price of the goods as soon aspayment falls due.

(c)The Customer acknowledges that it is in possession ofsuch goods as bailee for the Company until the sums duein clause 8(b) have been paid in full or the goods havebeen incorporated or resold in the ordinary course of theCustomer's business and shall:
(i)insure such goods to their full market value;
(ii)store or otherwise identify such goods as to show thatthey retain the property of the Company;
(iii)not mortgage, charge or otherwise encumber ordispose of the goods (other than by selling them orincorporating them in the usual course of business)without the written permission of the Company.

(d)Where before payment in full of the sums due in clause8(b) the Customer incorporates or resells such goods orgoods are installed by the Company, it shall keep theproceeds of any sale in a non-overdrawn account andhold such proceeds on trust for the Company as fiduciary.

(e)The Customer agrees that if the Company invokes itsright to repossession of its goods under clause 4(d)(iv)the Company shall not be liable for any damage or injuryreasonably done in the course of so doing to any otherproperty owned by or in possession of the Customer towhich the Company’s goods have been attached or inwhich they have been incorporated.

9.Return`s
(a)Returns for credit of goods supplied in accordance with the Customer’s order is at the sole discretion of the Company and must be agreed in writing prior to return.(b)Goods supplied to the special order of the Customer or installed by the Company cannot be returned for credit.(c)Return of goods is subject to a handling charge as determined by the Company and payable by the Customer in accordance with Clause 4(a) and subject to any or all the remedies under Clause 4(d).

10.Claims
(a)No claim for defect, damage in transit, short delivery orany other deficiency may be made unless:
(i)such deficiency is notified in writing within 7 days ofdelivery; and
(ii)the Company is permitted to verify the same within 7days of notification of the claim.

b)In the absence of any such notification within 7 days ofdelivery the Customer shall be deemed to have acceptedthe goods.

(c)The Customer agrees that if it uses or consumes any partof a delivery it is deemed to have accepted that deliveryand to have waived any claim or right to claim against theCompany in respect of it.

11.Warranties and Liability
(a)The Company warrants that goods will correspond to theirspecifications as at the time of confirmation of order andthat installation or maintenance of goods or equipmentwill be carried out with reasonable care and skill and to agood standard of quality.

(b)The Company will replace, re-work or give credit to theCustomer for any goods which do not comply with thewarranty at clause 11(a) and which are accepted by theCompany for replacement, re-work or credit.

(c)Other than as set out in clause 11(a) or as expresslyconfirmed in writing by the Company:
(i)no warranty condition or representation express orimplied as to description, quality or suitability of anygoods hereby sold is given by the Company ordeemed to have been given or implied and (to theextent permitted by statute) any statutory or otherwarranty condition or representation whetherexpress or implied is hereby excluded;
(ii)the Company accepts no liability whatsoever for anyloss or damage whether consequential or direct andwhether suffered by or occasioned to the Customerthe employees or agents of the Customer or a third
party which may arise after the delivery or installation of the goods.
(iii)The Company accepts no liability whatsoever fordefects in goods or material supplied by theCustomer for installation by the Company.
(iv)If materials, goods or equipment supplied under thecontract are supplied by a third party subject to thatthird party’s warranty, the Customer’s remedy for anydefect lies against that third party rather than againstthe Company.
(v)If materials, goods or equipment are installed for aspecific purpose of the Customer, no warranty isgiven by the Company as to fitness for such purposeirrespective of knowledge of it.
(vi)The Customer accepts (and indemnifies theCompany from) liability for any damage or lossarising from a breach of any part of Clause 6.

12.Intellectual Property Rights
(a)Unless agreed otherwise in writing by both Company andCustomer:
(i)any design, drawing, specification or other document(in written or electronic form) prepared or producedby the Company shall remain the exclusive propertyof the Company; and
(ii)the Customer shall not disclose any design, drawing,specification or other document (in written orelectronic form) prepared or produced by theCompany to any third party.

(b)The Customer agrees to indemnify the Company inrespect of any claim for infringement of any intellectualproperty right arising from:
(i)the design of any item to a specification provided bythe Customer; or
(ii)the installation by the Company of any equipmentsupplied by the Customer.

13.Force Majeure
In the event of war, invasion, act of foreign enemy,hostilities (whether war has been declared or not), civilwar, rebellion, revolution, military or usurped power, actof God, force majeure, epidemic or any other matter oroccurrence beyond the control of the Company or thefailure on the Part of the Customer to make due andtimely supply of all materials and/or data andspecifications as may be required and agreed as terms ofthe acceptance of any order by the Company, theCompany shall be relieved of all liabilities incurred underthe contract wherever and to the extent to which thefulfilment of such obligations is prevented, frustrated orimpeded as a consequence of any such event or by theStatute Rules regulations Orders or Requisitions issuedby any Government Department Council or other dutyconstituted authority or from strikes, lock-outs or otherwithdrawal of labour force, breakdown of plant or anyother causes (whether or not of a like nature) beyond theCompany's control.

14.Law and Jurisdiction
(a)The contract is deemed to be made under and inaccordance with English law.
(b)Any dispute under the contract shall be subject to theexclusive jurisdiction of the Courts of England and Wales.