These are our Terms and Conditions of Sale. We have done our best to ensure they are simple and fair to both parties.
These Terms and Conditions apply to the sale of all Goods by us, Studfast Stud Welding Ltd, a company registered in England and Wales under number 02310404, whose registered office address is at Stone House, 2 Yew Tree Lane, Spratton, Northants, NN6 8HL (“the Company/we/us/our”).
These Terms and Conditions apply to businesses only – we do not sell to consumers (as defined in the Consumer Rights Act 2015).
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: “Contract” means the contract formed as detailed in clause 2, which will incorporate, and be subject to, these Terms and Conditions; “Customer/you/your” means the firm or corporate body ordering the Goods. Where an individual is entering into the Contract on behalf of a business, the individual confirms they have the authority to enter into the Contract on behalf of that business and the business will be our Customer in the context of the Contract; “Goods” means the goods (including any instalment of them or any parts for them) which we will supply in accordance with these Terms and Conditions; “Quotation” means our quotation for the supply of the Goods. Any Quotation remains open for acceptance for a period of 30 days unless otherwise specified and sets out our entire scope of works. Unless the context otherwise requires, each reference in these Terms and Conditions to: “writing/written” includes emails and similar communications; a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; “these Terms and Conditions” refers to these Terms and Conditions as amended or supplemented at the relevant time; a clause refers to a clause of these Terms and Conditions; a "Party" or the "Parties" refer to the parties to these Terms and Conditions. The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation. Words imparting the singular number include the plural and vice versa. References to persons include corporations.
We will send a written Quotation setting out the Goods to be provided. A legally binding Contract will be formed as soon as you accept our Quotation (electronically or otherwise) or submit a purchase order to us, and the Contract will include the acceptance of these Terms & Conditions, which will apply between you and us. If you send us a purchase order, we will check the prices on your purchase order against our up-to-date price list. If the prices do not match, we will contact you to advise of the correct price and will obtain your consent before proceeding. No order submitted by you will be deemed to be accepted by us unless and until confirmed by an authorised representative of ours. No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing. You are responsible for the accuracy of any information submitted to us and for ensuring that the Quotation reflects your requirements. Our Quotation is based on the information provided to us at the time of its preparation. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make adjustments to it. Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, acceptance of offer, invoice or other document or information issued by us will be subject to correction without any liability on our part.
The quantity, quality and description of and any specification for the Goods will be as set out in our Quotation. The Goods will only be supplied in the minimum units as stated, or in multiples of those units, where applicable. Orders received for quantities other than these minimum units will be adjusted accordingly. If the Goods are not in stock or are only partially in stock when the Contract is formed, we will contact you to advise of this and to ask if you would prefer us to deliver the Goods in instalments as they arrive in stock or if you would prefer to wait for the entire delivery when we have all the Goods in stock. Please note each part-delivery may incur separate delivery costs. We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice. Any illustrations, photographs or descriptions we provide, whether on our website or in catalogues, brochures, price lists or other documents issued by us are intended as a guide only and shall not be binding. No order which has been accepted may be changed or cancelled by you except with our agreement in writing on the basis that you agree to indemnify us in full against all loss (including loss of profit), costs (including all labour and materials used), restocking, charges and expenses incurred by us as a result. We may cancel your order at any time before we dispatch the Goods if Goods are no longer in stock and we are unable to re-stock (if, for example, the Goods are discontinued), if you go into administration, become insolvent or bankrupt or we reasonably believe this is about to occur, or an event occurs outside of our control as set out in clause 15. If we cancel your order, we will confirm this in writing and if you have already paid for the Goods under clause 5, the payment will be refunded to you within 14 days. It is your responsibility to ensure that any use, re-sale or distribution of the Goods by you is in compliance with all instructions and manuals issued by us, and any applicable statutory requirements. If the Goods are to be shipped, re-sold or distributed outside of the UK, you will be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon, unless otherwise agreed. An open or blanket order (i.e. a document setting out all details of an order except quantities and delivery requirements (which information is to be supplied by you by way of schedules) will not be considered as authority to proceed with the preparation for manufacture or the manufacture of any components. Only the delivery schedule will provide the required authority to proceed and schedules will be accepted under these Terms and Conditions. We reserve the right to advise delivery according to our manufacturing lead times applicable upon receipt of your schedule. A schedule order (i.e. an order calling for a specific quantity spread over a defined period) will constitute authority for manufacture of the total order and will define your ultimate liability. Scheduling will permit completion of delivery of an order within twelve months from the date when the order was received, except by mutual agreement between the Parties on a longer or shorter period. Any minimum quantity for call off at any one time shall be stated in the Quotation and/or order acknowledgement. The minimum notice required for any change in delivery requirements is four weeks. You will at all times be liable for current schedule total stocks, work in progress, special material and manufacturing tools. If manufacturing tolerances, materials or type of finish are not clearly defined in any specification or drawing supplied by you, we reserve the right to manufacture to our commercially accepted tolerance or finish or from our commercially accepted material for the product concerned. Where detailed specifications are to be supplied by you, this must be supplied in sufficient time to enable us to complete deliveries in the period mutually agreed. You are liable for any costs involved in manufacturing tools and/or products and any losses incurred by us as a result of amendments requested by you for any specifications previously agreed.
The price of the Goods will be as set out in the Quotation or where no price has been quoted (or a quoted price is no longer valid), will the price listed in our published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by you, after which time we may alter them without giving you notice. We reserve the right by giving you notice at any time before delivery to increase the price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control (including, but not limited to, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), or any change in delivery dates, quantities or specifications for the Goods requested by you, or any delay caused by any instructions of yours or your failure to give us adequate information or instructions. Except as otherwise stated under the terms of any Quotation or in any price list of ours, and unless otherwise agreed in writing between the Parties, all prices we give are on an ex works basis and where we agree to deliver the Goods otherwise than at our premises, you will be liable to pay our charges for transport, packaging and insurance. All prices we provide are exclusive of VAT. The cost of pallets and returnable containers will be charged to you in addition to the price of the Goods but full credit will be given to you provided they are returned to us undamaged before the due payment date. Where an order is received for a quantity different from that quoted for or where delivery is required in instalments smaller than those specified in the Quotation or where product specifications given on the order are different from those stated in the Quotation, our prices may be subject to amendment.
Subject to any special terms agreed in writing between the Parties, we will be entitled to invoice you for the price of the Goods on or at any time after delivery or collection of the Goods, or if you wrongfully fail to take delivery of the Goods, we will be entitled to invoice you for the price at any time after we have notified you that the Goods are ready for collection or (as the case may be) we have tendered delivery of the Goods. All invoices are payable in full, without any deduction, retention or set off, strictly net monthly, unless otherwise agreed in writing. We may request recurring and/or new customer payments are made by direct debit. Payment must be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to you. The time for the payment is of the essence of the Contract. If you do not make payment to us by the due date, we may cancel any order(s) in progress, suspend any further deliveries to you, appropriate any payment made by you to such of the Goods (or the Goods supplied under any other Contract between the Parties) as we may think fit, and charge you interest on the overdue sum at the rate of 8% per annum above the Bank of England base lending rate from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. We will also charge for any costs we may incur in attempting to recover any outstanding sum.
Delivery of the Goods shall be made by you collecting the Goods from our premises during our normal working hours, at any time after we have notified you that the Goods are ready for collection or if we agree some other place for delivery, by us delivering the Goods to that place. Any dates quoted for delivery of the Goods are approximate only and we will not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract. We may deliver Goods in advance of the quoted delivery date upon giving you reasonable notice. It is your responsibility to inspect the Goods on delivery. Where the Goods cannot be examined, the delivery note or such other note as appropriate must be marked as “not examined”. We will be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this clause 6.3 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to us within 48 hours of delivery detailing the alleged damage or shortage. Where delivery of the Goods is to be made in bulk, we reserve the right to deliver up to 1% less than the quantity ordered without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Terms and Conditions shall not entitle you to treat the Contract as a whole as repudiated. If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than through no fault of your own) then without prejudice to any other right or remedy available to us, we may: store the Goods until actual delivery and charge you for the reasonable costs of the storage, together with insurance, administration and restocking fees; or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract. If you request the postponement of delivery of a part of or the whole of the Goods ordered, for a period not exceeding 3 months from the original delivery date, the Contract will not be invalidated but: if manufacture of the Goods has not commenced, the price will be subject to variation and we will notify you of the revised price following receipt of the revised delivery dates required; if manufacture of the Goods has been commenced, then the Goods will be invoiced and paid for as if the delivery date had not been postponed, we will charge for storage of the Goods and in the event delivery is postponed for more than 3 months, the provisions of clause 6.6 will apply.
Risk of damage to or loss of the Goods (the risk) shall pass to you: in the case of Goods to be collected, risk will pass at the time when we notify you that the Goods are available for collection; or in the case of Goods to be delivered, risk will pass at the time of delivery or if you wrongfully fail to take delivery of the Goods, at the time when we have tendered delivery of the Goods. Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Terms and Conditions, legal and beneficial title in the Goods shall not pass to you until we have received in cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by us to you for which payment is then due. Until such time as the title in the Goods passes to you, you shall hold the Goods as our fiduciary agent and they must be properly stored, protected, insured and identified as our property Until title has passed, you shall be entitled to resell or use the Goods in the ordinary course of business but shall account to us for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of yours and any third party, and in the case of tangible proceeds properly stored, protected and insured. We shall be entitled at any time to require you to deliver up to us any Goods in which we retain title and, if you fail to do so forthwith, to enter upon any premises of yours or any third party during normal business hours where the Goods are stored and repossess the Goods. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so, all money owing by you to us shall (without prejudice to any other right or remedy of ours) become immediately due and payable.
Subject to the remainder of this clause 8, we warrant that the Goods will correspond with their specifications at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from the date of their initial use or twelve months from delivery, whichever is the first to expire. The above warranty is given by us subject to the following conditions: we shall be under no liability in respect of any defect in the Goods arising from any drawing design or specification supplied by you; we shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our prior written approval; we shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid by the due date for payment; the above warranty does not extend to parts, materials or equipment not manufactured by us in respect of which you shall only be entitled to the benefit of any such warranty or guarantee as is given to us by the manufacturer. You must notify us of any valid claim in accordance with this clause 8 within 7 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused and you do not notify us accordingly, you will not be entitled to reject the Goods and we will have no liability for such defect or failure and you will be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Where any valid claim in respect of any of the Goods which is based on any defect in quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Terms and Conditions, we will be entitled to replace the Goods (or the part in question) free of charge or, at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price) but we shall have no further liability to you subject to us being given facilities to facilitate inspection, investigation and testing of the Goods.
Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation. Except as provided in clause 9.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are hereby expressly excluded to the maximum extent permitted by law. Any advice or recommendation given by us or our employees or agents as to the storage, application or use of the Goods which is not confirmed by us in writing is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Contract in the 6 months preceding the date on which the claim arose. You agree to indemnify us against all damages, costs, claims and expenses suffered by us as a result of your actions or inactions, including those of your employees, sub-contractors or agents. Nothing in these Terms and Conditions seeks to limit or exclude any statutory rights as a consumer, where applicable.
We may cancel any order, suspend further deliveries, and charge interest in accordance with clause 5.3 if: you fail to perform or observe any of your obligations under the Contract or if you are otherwise in breach of the Contract; you become subject to an administration order or enter into a voluntary arrangement or (being an individual or firm) become bankrupt or (being a company) go into liquidation; an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; you cease, or threaten to cease, to carry on business; or we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and we notify you accordingly. If clause 10.1 applies then, without prejudice to any other right or remedy available to us, payment for any Goods that have been delivered but not paid for shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing or unless required to do so by law.
Any marketing literature is presented in good faith as a guide to represent the Goods does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Contract unless confirmed by us in writing. In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
Subject to a written agreement to the contrary, we retain ownership in all intellectual property which may subsist in the provision of the Goods. Nothing in the Contract shall vest any ownership rights in you. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights. You may not, under any circumstances, copy, alter, modify or adapt the Goods or reverse engineer, decompile, disassemble, modify or create derivative works from the Goods. You warrant that any specification, document or instruction furnished or given by you will not cause us to infringe the intellectual property rights of any third party and will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any intellectual property rights which results from our use of your information. Any documentation we may provide will be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.
You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner will all or any of your rights or obligations under this Contract. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your consent.
Neither Party will be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, acts of terrorism or war, governmental action, pandemic, epidemic, difficulties in obtaining raw materials, labour, fuel, parts or machinery, breakdown in machinery or any other event beyond the control of the Party in question.
Both Parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016, the Data Protection Act 2018 and any subsequent amendments thereto.
These Terms and Conditions and the Contract shall form the entire agreement between the Parties and shall supersede any previous agreement between us, whether written or oral. No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision. In the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable. Nothing in this Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours. No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply. All notices shall be in writing, addressed to the most recent address or email address notified to the other Party and shall be deemed duly given when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising from them or associated with them) will be governed by, and construed in accordance with, the laws of England & Wales. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising from them or associated with them) will fall within the exclusive jurisdiction of the courts of England and Wales.