The terms “the Company” and “the Buyer” in these Conditions refer to Xfiles Italian Fansite Steel Ltd. and/or any subsidiary company, and “the Buyer” refers to any individual, corporation, company, or other organisation placing an order with the Company. The titles of these criteria are not included in them and are provided for convenience only.
All contracts for the sale of goods by the Company must contain these Conditions, and any term of the Buyer’s order that is inconsistent with them shall be null and void. These terms cannot be altered without the Company’s prior written consent specifying the variation and clearly referencing the condition to be varied.
Dates or periods of delivery stated are approximate and are provided for information purposes only; time is not of the essence in connection to them. Failure by the Company to adhere to any of the foregoing dates or periods shall not constitute a breach of contract and shall not entitle the Buyer to cancel the contract or seek any other remedy against the Company.
Regardless of any variation to Condition 3 pursuant to Condition 2, the Company shall not be liable for any delay in delivery or failure to deliver any goods caused by force majeure, which includes but is not limited to war, rebellion, revolution, strikes, lockouts, plant breakdown, or governmental or other regulations, rules, laws, or decrees. The Company will take all precautions it considers necessary to avoid the repercussions of such force majeure.
Unless the Company specifically agrees to set pricing, the price due by the customer must be the company’s price in effect at the time of each delivery’s despatch. Prices may be subject to a delivery fee and, where applicable, additional costs for test certifications, and are subject to the inclusion of V.A.T.
Regardless of whether prices are set or variable, the Company has the right to apply surcharges for alloy or scrap content, or for any other factor imposed by the maker of the goods, with immediate effect whenever such a charge is imposed.
Payment is required no later than the end of the month after shipment. The Company reserves the right to levy interest on any amounts not paid on time. Such interest shall be computed daily on the balance due from the due date of payment at a rate of 3% over the highest rate at which The Bank of Scotland’s base lending rate stood during the period during which the debt remained unpaid. The Buyer shall have no right to withhold payment of any payments payable to the Company on the basis of any disputed claim by the Buyer for defective products or any breach of contract by the Company. The Company has the right to seek payment in cash upon receipt of an order.
Where the products are packed or protected in accordance with the contract specifications, or where no such specification is made and the goods are delivered without adequate packaging or protection, the Company shall not be liable for any degradation or damage to the goods during carriage or delivery.
a) Within the United Kingdom – In all situations, the Buyer assures that adequate and reasonable access to the indicated destination, including a road surface capable of supporting the weight and size of the conveyance and loads involved, is available. If the Company incurs any additional costs or expenses as a result of a violation of such warranty, the Buyer shall immediately refund the Company in full.
b) Unless otherwise agreed in writing, delivery outside the United Kingdom shall be F.O.B. the United Kingdom port of departure specified in the Buyer’s order.
c) If the Buyer fails to accept delivery of any consignment of the goods within the period specified for delivery for any reason, the Company reserves the right to impose an additional fee to compensate the additional cost incurred as a result of the refusal.
The Buyer is believed to have accepted the products and it is definitively acknowledged that the goods are in compliance with the contract unless and until the following conditions are met:
a) within 48 hours of receipt of the goods and prior to their use or resale, the Buyer serves on the Company a written notice specifying the alleged defect in the quality or state of the goods that would be apparent upon careful inspection or through such testing as the Buyer deems reasonable in all the circumstances, and thereafter provides the Company with a reasonable opportunity to inspect or test the goods prior to their use or resale, and thereafter provides the Company with a reasonable opportunity to inspect or test the goods
b) if the alleged defect in the quality or state of the goods is not apparent upon careful inspection or reasonable testing, the Buyer promptly notifies the Company in writing of such defect, but no later than four months after receipt of the goods, specifying the matters complained of and providing the Company with a reasonable opportunity to inspect the goods prior to any making good or replacement is undertaken.
a) Provided that the Buyer has complied with Condition 10, if the goods or any part thereof are defective in quality or state or are otherwise not in accordance with the Contract (except for any discrepancy in weight or quantity), and the Company and the Buyer do not agree that the Buyer shall accept the goods at an agreed value or that the goods should be made good at the Company’s expense, the Company will accept the return of the goods by the Buyer and at the Buyer’s expense.
(i) reimburse or authorise the Buyer for the invoice price of the products and any reasonable transportation charges paid by the Buyer in returning the goods to the Company; or
(ii) replace the products by providing new goods as soon as reasonably possible and in line with the Contract in all other respects.
b) The Company’s responsibilities under Section (a) of this Condition supersede the Buyer’s other legal remedies, and the Company’s responsibility shall be limited to the expense of making good, the grant of any suitable credit or reimbursement, or the replacement of the products in line with that Section. The Company shall not be responsible for any additional loss, damage, or expenditure caused by the Company’s breach of contract, negligence, or violation of any obligation, regardless of how such loss, damage, or expense was caused. The Company shall not be liable for any loss or damage incurred by the Buyer as a result of its use or sale of the products after the Buyer becomes aware of or should have become aware of a fault therein.
c) Where the Company contracts with a third party to process the products, the Company’s liability is limited to the processor’s warranty about the process or the effect the process may have had on the goods.
d) The Company will not be liable for any loss or damage in excess of that specifically mentioned in this section (except for non-excludable responsibility for death or bodily injury caused by the Company’s negligence), and in particular, liability for any form of consequential loss is excluded.
Unless the Buyer specifically agrees in writing differently, the items shall be delivered within the tolerances specified in the current British Standard/European Standard for the applicable product. Any condition warranty or undertaking as to the fitness or suitability of the goods for any purpose known to the Company or implied by custom of the trade, statute, or otherwise is hereby excluded, and any statement in a British or European Standard as to the suitability of the goods for any purpose shall not subject the Company to legal liability.
After delivery, the risk in the products, but not ownership, passes to the Buyer. Delivery is judged to have occurred when:
a) in the case of goods to be collected from the Company’s premises by the Buyer or the Buyer’s agent (including any independent carrier retained by the Buyer), at the moment the items are loaded into the vehicle collecting them;
b) when products are delivered by the Company’s transport (including any independent carrier retained by the Company) – at the point of lifting the items from the delivery vehicle.
The Seller retains title to the goods until the price of the items and any other sums payable by the Buyer to the Seller are paid in full. Until property in the goods passes to the Buyer (and without prejudice to the Company’s other rights), the Company and its employees and agents (with such plant and vehicles as the Company deems necessary) shall be entitled to enter any premises where the goods are located to inspect the goods and, if any of the events specified in paragraphs (a), (b), (c), or (d) of Condition 17 occurs without prior notice to the Buyer, to repossess, remove, and resell the goods.
Notification of claims for non-delivery, weight difference, or damage must be made within seven days after the date of shipping. All items are sold by weight or calculated weight or amount in accordance with the Company’s practise for that particular product. Sizes are specified within the manufacturers’ rolling tolerances. Where charged for weighted weight, the count is not guaranteed, and claims based only on count cannot be recognised. The Company is considered to have completed the contract if the items provided are within a 10% tolerance of the amount demanded.
Orders may not be cancelled without the Company’s approval and on terms that protect the Company against loss and expense. Without the agreement of the Company, returned products will not be accepted for credit.
Without prejudice to its other rights and remedies, the Company shall be entitled to terminate completely or in part any or all contracts between itself and the Buyer or to stop any future deliveries under any or all such contracts in the following circumstances:
a) Any diligence or other legal proceeding brought against the Buyer’s assets.
c) If the Buyer owes the Company money but has not paid it;
c) If the purchaser fails to accept delivery of any products according to any contract between the Company and the purchaser in a manner inconsistent with the purchaser’s contractual rights;
d) If the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with his creditors, or if the Buyer is a body corporate and has passed a resolution for voluntary winding-up, except for the sole purpose of amalgamation or reconstruction, or if a petition has been presented for an order for winding-up or for the appointment of a receiver (including an administrative receiver) or administrator, or if any such order or appointment I In the event that the Company terminates the contract pursuant to sections (a), (b), (c), or (d) above, or if the Buyer cancels and/or repudiates the contract, the Company shall be entitled to collect from the Buyer the following as damages:
(i) The total worth of all finished work or manufactured items on the date of termination.
(ii) The value of any work undertaken or items made but not finished as of the termination date, including the cost of materials, labour, overhead, and profit incurred in connection with such work or goods.
(iii) A amount equal to any additional profit that the Company would have earned on the contract had it not been terminated, such profit to be calculated by the Company’s auditors, whose determination shall be final and binding on the Buyer.
The Company’s and Buyer’s rights are unaffected or limited by any tolerance or forbearance shown by either party to the other, and no waiver by either party in respect of any breach constitutes a waiver of any future breach.
The Buyer may not transfer the contract to a third party without the Company’s prior written authorization.
a) The Buyer is solely responsible for the accuracy of any drawings, specifications, or other information supplied to the Company by the Buyer, its employees, or agents and in accordance with which the Company is to supply the goods or apply any process or service to the Buyer’s goods, notwithstanding that the Company may have examined, inspected, studied, or commented on any such drawings, specifications, or other information.
b) The Buyer shall indemnify the Company against any actions, proceedings, claims, costs, and expenses brought against or incurred by the Company as a result of the Company supplying the goods or applying any process or service to the Buyer’s goods in accordance with any such drawings, specifications, or other information, regardless of whether such actions, proceedings, or claims allege that any patent, trademark, design, copyright, or other intellectual property right has been violated.
The Buyer acknowledges that the Company has provided all necessary information regarding any potential danger to the health or safety of the Buyer’s employees at work arising from or associated with the goods supplied in this contract and undertakes to ensure that the provisions of the Health and Safety at Work Act 1974, in particular Section 6, are fully implemented in relation to the use of the goods at the Buyer’s place of work.
The contract shall be governed by Scottish Law in all aspects and shall be assumed to have been formed in Scotland, with Scottish Courts having jurisdiction in connection with it or any dispute arising thereto. It is specifically stated and agreed that the Uniform Laws on International Sales Act 1967, as amended or reenacted, shall not apply to the Contract to which the preceding are conditions.
Any notification authorised or necessary to be sent subject to these Conditions shall be sent to the Corporation at its registered office, and shall be sent to the Buyer at the Buyer’s registered office if the Buyer is a company, or to the Buyer’s last known address in any other instance. Any such notification may be sent personally, by mail, or by telex. To establish service of a notice given by post, it is sufficient to demonstrate that the notice was sent via first class recorded delivery in a properly addressed and adequately stamped envelope; to establish service of a notice given by telex, it is sufficient to demonstrate that the telex transmission was made to the correct telex number. 24 hours after distribution by post or telex transmission, service is judged to have occurred.
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