General Terms & Conditions of Sale

1. Interpretation

1.1 In these General Conditions, the following expressions shall have the following meanings:

“Contract”- means the Contract for the purchase and sale of Goods subject to these General Conditions of Sale together with the Order Acknowledgement.

“Customer” the person, firm or company to whom Stanley Wire is selling.

“Delivery Note” means a list supplied to the Customer upon delivery of the Goods confirming which Goods are being delivered.

“General Conditions” means these General Terms and Conditions of Sale.

“Order Acknowledgement” the Schedule, which has been completed by Stanley Wire with details of this Contract including the Goods, price and (if relevant) Services.

“Goods” the goods, materials, equipment and/or services (as applicable) being sold by Stanley Wire to the customer.

“Stanley Wire” means Stanley Wire of Stanley Mills, Talbot Road, Penistone, S36 9ED.

“Writing” includes telex, cable and facsimile transmission and comparable means of communication.

1.2 Any reference in these General Conditions to any enactment or regulations shall include reference to any statutory amendment or re-enactment thereof for the time being force and where appropriate, any subsequent related legislation in the same behalf.

2 Basis of Sale

2.1 Stanley Wire conducts business upon and subject to these General Conditions, which shall be deemed to be incorporated into all Contracts between Stanley Wire and the Customer to the exclusion of any other terms and conditions of the Customer unless otherwise specifically accepted by Stanley Wire in writing.

2.2 A quotation shall only constitute an invitation to treat. All orders are subject to acceptance by Stanley Wire on an official form of Order Acknowledgement or (if no Order Acknowledgement has been sent) acceptance of the Goods shall be deemed to include acceptance of these General Conditions.

3 Price and Payment

3.1 Unless a fixed price is specified in the said Order Acknowledgement or is otherwise specifically agreed in writing by Stanley Wire, the price of the Goods shall be as per Stanley Wire’s current price list at the date of despatch of the Goods. Where there is any such fixed price, Stanley Wire shall be entitled to increase the same to take into account all or any of the following:

3.1.1 any additional costs incurred by Stanley Wire as a result of the Customer’s instructions or lack of instructions or failure to comply with its obligations hereunder;

3.1.2 any increase of any nature in Stanley Wire’s costs.

3.2 If the customer has not been granted extended credit terms with Stanley Wire, then payment in full must be made by the end of the month following the month of delivery.

3.3 Where Goods are to be delivered by instalments, payment for each instalment shall be a condition of delivery.

3.4 Time of payment shall be of the essence and if any amount shall not be paid on the due date, the Customer shall pay Stanley Wire, on demand, interest at an annual rate of 4% above Yorkshire Bank plc’s base lending rate from time to time, such interest to accrue from day to day and to run after as well as before any judgement and to be compounded monthly. Penistone shall be entitled to sue for the price or any instalment notwithstanding that title has not passed to any relevant Goods or delivery has not taken place.

3.5 All prices are exclusive of VAT and any other duties or taxes, which the Customer shall be liable to pay to Stanley Wire.

3.6 Unless otherwise agreed all prices are exclusive of delivery costs.

3.7 The price for Goods does not include packaging materials including, but not limited to, all formers, pallets, reels and stands, which remain always the property of Stanley Wire. The Customer shall make such packaging materials available for collection by Stanley Wire, from its premises, 60 days after the date of delivery of the Goods.

4 Delivery

4.1 Any delivery date specified by Stanley Wire is an estimate only and is not of the essence of this Contract and Stanley Wire accepts no responsibility for delay howsoever caused.

4.2 If the performance of any Stanley Wire’s obligations shall be prevented, hindered or interfered with by a cause beyond its control, then Stanley Wire shall have the option to suspend or cancel any obligation on its part not performed without any liability.

4.3 All deliveries of the Goods will be to the Customer’s site and the cost of delivery shall be charged to the Customer. The Customer shall off-load the Goods promptly on their arrival at site and shall provide and bear the cost of clear access to and at the point of delivery together with the means of off-loading.

4.4 If the Customer shall fail to take delivery of any Goods, Stanley Wire may at its opinion but without prejudice to any other rights or remedies it may have, sell the Goods for the account of the Customer and the Customer shall be liable for all costs and expenses incurred by Stanley Wire and the difference between the proceeds of sale and the price of the Goods.

4.5 Stanley Wire is entitled to make deliveries by instalments.

5 Acceptance

5.1 The Customer shall inspect all Goods immediately upon delivery and sign the Delivery Note confirming the quantity of Goods delivered.

5.2 The Customer will inspect the Goods within 14 days from the date of delivery and notify Stanley Wire in writing of any defects in quality. If the Customer shall fail to give such notice within such period it shall conclusively be deemed that the Goods are, as to quantity, number, weight, volume and in all respects, in accordance with this Contract and that the Customer has accepted them all and the Customer shall have no right to reject the Goods but shall be bound to pay for them.

5.3 Delivery to the Customer of Goods, where the weight is no more then 10% below the ordered weight, shall be deemed fulfilment of the order and cannot be treated by the Customer as a breach of this Contract.

6 Customer’s Obligations

6.1 The Customer shall ensure that the drawings specifications and instructions supplied by it are accurate and suitable and do not infringe any (without limitation) patent, registered design, unregistered design, trade mark, copyright or other intellectual property rights of any third party.

6.2 The Customer hereby agrees to indemnify and keep indemnified Stanley Wire against all (without limitation) claims costs expenses liabilities and proceedings (whether actual or threatened) resulting from any breach of the Customer’s obligations set out in clause 6.1.

6.3 The Customer will pay Stanley Wire at all costs and expenses (including any legal costs on a full indemnity basis) incurred or sustained by Stanley Wire in retaking possession of the Goods, under clause 6.2, and in enforcing any of the terms of this Contract.

6.3.1 If Stanley Wire sends a reminder letter on an overdue invoice it reserves the right to charge a £20.00 administration fee per letter.

7 Risk

7.1 Goods supplied by Stanley Wire shall be at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf (whichever is the sooner) and the Customer should insure accordingly. Stanley Wire does not accept any responsibility for accidents or injury occurring from lifting products by the strapping, bundling wire or formers.

7.2 The Goods shall remain the sole and absolute property of Stanley Wire as legal and equitable owner until the Customer has paid Stanley Wire in full for all the Goods and all other goods the subject of any other contract with Stanley Wire.

7.2.1 Until full payment the Customer shall keep the Goods for Stanley Wire in the capacity of bailee and shall store the Goods in such a way that they are clearly the property of Stanley Wire and shall deal with the Goods as directed by Stanley Wire.

7.2.2 If the Customer makes default in payment or if for any reason Stanley Wire treats this Contract as discharged Stanley Wire may repossess the Goods and the Customer hereby irrevocably licences Stanley Wire to enter into the Customer’s premises for the purpose of such repossession.

7.2.3 Stanley Wire shall be entitled, where the Goods have been fixed or attached to any other item to detach the Goods in order to recover possession of them. Such delivery or retaking of possession shall be without prejudice to the obligation of the Customer to purchase the Goods.

7.2.4 Stanley Wire’s right to retake possession of the Goods shall be immediately effective if clause 10.1 takes effect.

8 Specifications and Rights in Work

8.1 Stanley Wire reserves the right to supply Goods which many not correspond exactly with the designs, sizes, weights, specification or other particulars given.

8.2 All copyright, design rights, trade mark, patent or other industrial or intellectual property rights of any nature whatsoever arising from the supply of the Goods shall be or remain (as the case maybe) the sole property of Stanley Wire.

8.3 The Customer undertakes to Stanley Wire to keep confidential all information (whether written or oral) concerning the (without limitation) Goods, services, business affairs or know-how of Stanley Wire that is shall have obtained or received as a result of the Contract or the discussions leading up to it, save to the extent that such information is in the public domain other than as a result of a breach of this clause.

8.4 The Customer agrees and undertakes to Stanley Wire that it shall take all steps as from the time to time be necessary or required by Stanley Wire to ensure compliance with the provisions of clause 8.3 above by its employees of agents.

9 Warranty

9.1 Any sample provided to the Customer by Stanley Wire are submitted purely as an impression of the Goods and do not constitute “sale by sample”. No warranty is given by Penistone as to the Goods corresponding with any sample.

9.2 The Goods are sold as seen unless the Customer has provided a written specification to Stanley Wire. The Customer will satisfy itself that the Goods are suitable for its use, including where the Customer has purchased the Goods to be used in connection with other items and it is the Customers responsibility to ensure that the use of the items together with the Goods do not affect the performance of the Goods.

9.3 Where a written specification has been supplied to Stanley Wire with the Customer’s order Stanley Wire guarantees that the Goods match that written specification subject to clause 5.2.

10 Termination

10.1 Stanley Wire will treat this Contract as discharged if the Customer;

10.1.1 account is overdue for payment; or

10.1.2 becomes bankrupt; or (being a company) goes into liquidation or receivership; or

10.1.3 suffers a receiver of any nature to be appointed; or 10.1.4 makes an assignment or arrangement for the benefit of creditors; or

10.1.5 defaults in any obligation to Stanley Wire; or

10.1.6 ceases or threatens to cease to trade; or

10.1.7 in Stanley Wire’s absolute opinion doubts arise as to the Customer’s solvency;

10.2 Stanley Wire is entitled, without prejudice to its other rights, to suspend the performance of any of its obligations to the Customer; or (whether or not notice of suspension has been given) to cancel such performance and treat this Contract as discharged without any liability on the part of Stanley Wire.

11 Force Majeure

11.1 Stanley Wire shall not be liable for any branch of its obligations resulting from a cause beyond its control, including, but not limited to, fires, strikes (of its own or other employees) insurrection, riots, embargoes, raw materials shortages, delays in transportation, requirements or regulations of any civil or military authority, war (weather declared or not), civil unrest, terrorist action. If a default due to any of these matters shall continue for more them 30 days, Stanley Wire shall have the right to terminate the Contract without liability to the Customer by serving a written notice on the Customer.

12 Limitation of Liability

12.1 The following provisions set out Stanley Wire’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer in respect of –

12.1.1 any breach of its contractual obligations arising under this Contract;

12.1.2 any breach of statutory duty;

12.1.3 any representation or statement (except for a fraudulent representation or statement) or any tortuous act or omission, including negligence, arising under or in connection with this Contract.

12.2 Any act or omission on the part of Stanley Wire or its employees, agents or sub-contractors falling within clause 12.1 above shall be defined as an “Event of Default”

12.3 Notwithstanding any other provision of these General Conditions, Stanley Wire does not seek to limit or exclude its liability to the Customer for death or personal injury resulting from its own or that of its employees’, agents’ or sub-contractors’ negligence.

12.4 Stanley Wire accepts liability to the Customer for any Event of Default which falls within the provisions of its product liability insurance policy or public liability insurance policy provided always that the entire liability of Stanley Wire to the Customer in respect of any such Event of Default shall not exceed the amount which the insurers of Stanley Wire agree to pay in relation to such Event of Default subject clause 12.5. Provided always that if Stanley Wire ceases to have product liability insurance than clause 12.5 below shall apply.

12.5 Subject to the provisions of clause 12.3 and 12.4 above and 12.6 below, Stanley Wire’s entire liability for any Event(s) of Default shall be limited to the price paid for the Goods under this Contract.

12.6 Subject to clause 12.3 above, Stanley Wire shall not be liable to the Customer in respect of any Event(s) of Default for loss of profits, loss of contracts, loss of goodwill, increased overheads or administration expenses, management time, or any type of special economic, indirect or consequential loss, (including loss or damage suffered by the Customer as a result of an action brought by any third party) even if such loss was reasonably foreseeable or Stanley Wire had been advised of the possibility of the Customer incurring the same.

12.7 The Customer hereby agrees to afford Stanley Wire not less than 90 days in which to remedy any Event(s) of Default.

12.8 Except in the case of an Event in default arising under clause 12.3 above, Stanley Wire shall have no liability to the Customer in respect of an Event of Default unless the Customer shall have served notice of the same upon Stanley Wire within 12 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

12.9 All terms, conditions, warranties and other matters, which may be implied by law, are hereby excluded to the fullest extent permitted by law. Accordingly, save as expressly set out in these General Conditions, Stanley Wire shall have no liability of any nature whatsoever to the Customer for any Event(s) of Default.

13 Notice

13.1 Any notice given under these General Conditions must be given in writing and sent or delivered by hand, post or facsimile to the other party at the address stated in the Order Acknowledgement provided that any:

13.1.1 notice delivered by hand shall be deemed to have been given when deposited at the appropriate address;

13.1.2 notice sent by post shall be deemed to have been given 48 hours after first class registered letter is posted to the appropriate address; and

13.1.3 notice sent by facsimile shall be deemed to have been given on transmission to the correct number, provided that such notice is confirmed within 48 hours as in 13.1.1 or 13.1.2 above.

14 Other Matters

14.1 The waiver by Stanley Wire of a breach or default of any of the provisions of this Contract by the Customer shall not be construed as a waiver nor shall any delay or omission on the part of Stanley Wire to exercise or avail itself of any right, power or privilege that it has or may have, operate as a waiver of any branch or default by the Customer.

14.2 The Customer shall not be entitled to assign this Contract (or any part of it) nor all or any of its rights or obligations without the prior written consent of Stanley Wire.

14.3 Headings to clauses are for the purpose of information and identification only and shall not be constructed as forming part of this Contract.

14.4 If any provision of this Contract shall be found by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be struck out and the remainder shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision, a valid or enforceable provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the invalid or unenforceable provisions.

14.5 Any action against Stanley Wire must be brought against it within 12 months of the Customer becoming aware of the cause of action.

14.6 Unless otherwise agreed in writing, Stanley Wire shall be the sole and exclusive owner of any copyright, design rights, patent rights, trade names, trade marks or other intellectual or industrial property rights of any nature whatsoever arising as a result of this Contract.

14.7 The Customer hereby agrees to indemnify and keep indemnified Stanley Wire against all damages, losses, costs, expenses, death, personal injury or other liabilities of any nature whatsoever suffered of incurred by Stanley Wire or any of its employees, agents, sub-contractors due to any default, act, omission (including negligence) of the Customer.

14.8 This Contract shall be governed by and constructed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.