Terms and conditions
MST (Midland Steel Traders Limited) Registered No. 768729 England.
the Standard terms and conditions of sale set out in this document and
(unless the context otherwise requires) includes any special terms and
conditions agreed in writing between us and the Customer.
a contract for the sale and purchase of the Goods or the supply and
acquisition of Services formed in accordance with clause 2 below.
the persons, firm or customer to whom
the Goods and/or Services are to be supplied.
the goods which we supply to the
Customer under a Contract, or any part of them.
any repair, maintenance or installation services which we supply to the
Customer under a Contract, or any part of them.
accept orders only on the following terms and conditions which shall be deemed
to be incorporated into any agreement between the Customer and ourselves to the
exclusion of all other terms and conditions and all previous oral or written
representations. Any term or condition
which a Customer may purport to stipulate or incorporate into an order shall
insofar as it purports to increase or extend the obligations of ourselves, our
servants or agents beyond that assumed hereunder be of no effect and otherwise
shall be of effect only insofar as it is not inconsistent with these terms and
conditions. These terms and conditions may only be varied or amended in writing
and signed by a director of Midland Steel Traders Limited.
order or acceptance of a quotation for Goods or Services will be deemed to be
an offer by the Customer to purchase Goods or Services upon these terms and
conditions. The Contract is formed when
the order is accepted by us.
times and dates quoted by us are to be treated as estimates only and not
binding in any way. We cannot accept liability for any loss incurred by the
Customer if deliveries by us should be delayed for any reason whatsoever
including, without limitation, any delay caused by any act or omission of the
Customer, a failure by the Customer to give detailed or adequate instructions,
a failure by the Customer to take delivery of the Goods when they are ready for
delivery, variations requested by the Customer or delays on the part of the
third parties supplying goods and/or materials to us.
may deliver the Goods by separate instalments or perform the Services in
stages. Each instalment or stage will be
a separate Contract and no cancellation or termination of any one Contract
relating to an instalment or stage will entitle the Customer to repudiate or
cancel any other Contract, instalment or stage. Each separate instalment or stage may be invoiced separately.
are quoted exclusive of V.A.T. and any similar taxes, levies or duties. If
there is an increase in the cost to us of labour, raw materials, equipment
manufactured by others or transport
including any increase brought about by a fluctuation in exchange rates, the
Customer shall pay in addition to the quoted price an amount representing the
increased cost to us as at the date of supply. Unless otherwise agreed by us in
writing all charges whatever in relation to the carriage and delivery of the
goods and all taxes, levies and duties shall be paid by the Customer.
quoted for repair Services are on the assumption that any scrap parts removed
during such repair Services shall become our property. If the Customer requires
the old parts to be returned he must request the return in writing before the
repair work begins, in which event we reserve the right to increase the price
payable for the Services by a sum not exceeding the scrap value of the parts to
be returned. If the Customer does not make such request in writing before
repair Services have begun then the old parts will not be returned and will be
disposed of by us.
otherwise agreed, payment for Goods or Services shall be due on despatch of the
Goods or completion of the Services. Time for payment by the Customer shall be of the essence of the
Contract. All payments shall be made by the
Customer in full without any set-off, restriction or condition and without any
deduction for or on account of any counterclaim.
any sum payable under the Contract is not paid when due then, without prejudice
to our other rights under the Contract or otherwise:
(a) that sum will bear interest from the due date
until payment is made in full, both before and after any judgement, at eight
per cent per annum over Bank of Scotland base rate from time to time; and
(b) we will be entitled to suspend further deliveries
of the Goods or performance of the Services until the outstanding amount has
been received; and
(c) we may use the services of a third party to
recover outstanding sums and any fees and costs resulting therefrom will be
added to the outstanding sum due and payable by the Customer.
manufacturers’ names, numbers, symbols and descriptions which we refer to are
used for reference purposes only and it is not to be implied that any part
listed is the product of such manufacturer. All samples, drawings, descriptive matter, specifications and
advertising issued by us or the manufacturer of any Goods and any descriptions
or illustrations contained in our or any manufacturers’ catalogues or brochures
are issued or published for the sole purpose of giving an approximate idea of
the Goods or Services represented by or described in them. They will not form part of the Contract.
to the following provisions of this clause, Goods are not returnable to us unless
we have previously agreed to accept their return in writing.
loss or damage in transit
is the Customer’s responsibility to inspect the Goods on delivery and we shall
be under no liability to the Customer in respect of shortages in Goods
delivered or loss or damage caused to Goods during transit unless we are
advised thereof within 48 hours of delivery.
will repair or (at our discretion) replace free of charge any Goods supplied by
us which are defective through faulty materials or workmanship or any Goods
repaired by us which are defective through our faulty repair provided we are
notified in writing of any such defects within 30 days of delivery (where such
defects should have been apparent on a reasonable inspection and testing) or
(where such defects would not have been so apparent) as soon as reasonably
practicable and in any event within 90 days of delivery and provided that such
Goods are, where we so require, returned to us and where we so require the
Customer allows us access to any premises on which the Goods are situated to
perform any inspection, testing repair or replacement which we think necessary.
This obligation shall not apply where:
(a) the Goods have been improperly altered in any
way whatsoever or have been subject to misuse or unauthorised repair;
(b) the Goods have been improperly installed or
(c) any maintenance requirements relating to the
Goods have not been complied with;
(d) any instructions as to storage of the
Goods have not been complied with.
the case of units or assemblies containing lubricating oil which are fitted
before leaving our works the above guarantee shall not apply if damage has
resulted from continued leakage of oil which could have been noticed by the
Customer and notified to us in time to prevent the said damage. Any Goods which have been replaced will
belong to us.
do not exclude our liability (if any) to the Customer:
(a) for breach of our obligations arising under
section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Goods and
Services Act 1982;
(b) for personal injury or death resulting from our
(c) under section 2(3) Consumer Protection Act
(d) for any matter which it would be illegal
for us to exclude (or to attempt to exclude) our liability; or
(e) for fraud.
as provided in clauses 12 to 14 above, we will be under no liability to the
Customer whatsoever (whether in contract, tort (including negligence), breach
of statutory duty, restitution or otherwise) for any injury, death, damage or
direct, indirect or consequential loss (all three of which terms include,
without limitation, pure economic loss, loss of profits, loss of business,
depletion of goodwill and like loss) howsoever caused arising out of or in
(a) any of the Goods, or the manufacture or sale or
supply, or failure or delay in supply, of the Goods by us or on the part of our
employees, agents or sub-contractors;
(b) any breach by us of any of the express or
implied terms of the Contract;
(c) any use made or resale by the Customer of any
of the Goods, or of any product incorporating any of the Goods; or
(d) any statement made or not made, or advice
given or not given, by or on behalf of us;
(e) or otherwise under the Contract.
as set out in clauses 12 to 14, we hereby exclude to the fullest extent
permissible in law, all conditions, warranties and stipulations, express (other
than those set out in the Contract) or implied, statutory, customary or
otherwise which, but for such exclusion, would or might subsist in favour of
Customer acknowledges that the above provisions of clauses 12 to 16 are
reasonable and reflected in the price which would be higher without those
provisions, and the Customer will accept such risk and/or insure accordingly.
in any Goods (including any parts incorporated into equipment owned by the
Customer) shall not pass until we have received in full (in cash or cleared
funds) all sums due to us in respect of:
(a) the goods; and
(b) all other sums which are or which become due to
us from the Customer on any account.
ownership of the Goods has passed to the Customer, the Customer must:
(a) hold the Goods on a fiduciary basis as our
(b) not destroy, deface or obscure any identifying
mark or packaging on or relating to the Goods; and
(c) maintain the Goods in satisfactory condition
insured on our behalf for their full price against all risks to our reasonable
satisfaction, and will whenever requested by us produce a copy of the policy of
will be entitled to recover payment for the Goods notwithstanding that title in
any of the Goods has not passed from the Company.
Customer grants us, our agents and employees an irrevocable licence at any time
to enter any premises where the Goods are or may be stored in order to inspect
them, or, where the Customer’s right to possession has terminated, to recover
we are unable to determine whether any Goods are the goods in respect of which
the Customer’s right to possession has terminated, the Customer will be deemed
to have sold all goods of the kind sold by us to the Customer in the order in
which they were invoiced to the Customer.
termination of the Contract, howsoever caused, our (but not the Customer’s)
rights contained in clauses 18 to 22 (inclusive) will remain in effect.
the provisions of clause 18 the risk of any loss or damage to or deterioration
of any Goods delivered by us to a Customer from whatever cause arising shall
pass to the Customer when the Goods are delivered to the location agreed at the
time of order and despite such loss or damage arising the Customer shall be
obliged to pay the price of the Goods in full.
addition to any right of lien to which we may by law be entitled we shall in
the event of the Customer’s bankruptcy or insolvency be entitled to a general
lien on all goods of the Customer in our possession for any other sums which
are or which become due to us from the Customer on any account.
Third Party IPR
this clause "Intellectual Property Rights” shall mean all intellectual and
industrial property rights including patents, know-how, registered trade marks,
registered designs, utility models, applications for and rights to apply for
any of the foregoing, unregistered design rights, unregistered trade marks,
rights to prevent passing off for unfair competition and copyright, database
rights, topography rights, domain names and any other rights in any invention,
discovery or process, in each case in the United Kingdom and all other
countries in the world and together with all renewals and extensions
Customer agrees to indemnify us, keep us indemnified and hold us harmless from and
against all costs (including the costs of enforcement), expenses, liabilities,
injuries, direct, indirect and consequential loss (all three of which terms
include pure economic loss, loss of profits, loss of business, depletion of
goodwill and like loss), damages, claims, demands, proceedings or legal costs
(on a full indemnity basis) and judgments which we incur or suffer as a
consequence of or in connection with any claim made against us for actual or alleged infringement
of a third party's Intellectual Property Rights arising out of or in connection
with compliance by us with the Customer's instructions, including use of
drawings, designs or specifications supplied by the Customer.
give no warranty and make no representation that the manufacture, use, sale or
supply of the Goods does not or will not infringe the rights of any third party
or any other Intellectual Property Rights of any third party.
Customer shall have no right to cancel any order or Contract prior to
completion thereof without our prior written consent. We may, by written notice, terminate the
Contract immediately if the Customer is in material breach of the Contract or
enters into insolvency, bankruptcy, any arrangement with its creditors or any
other arrangement or situation which has a like effect.
to pay any sums due is a material breach of the terms of the Contract.
termination of any Contract howsoever arising is without prejudice to any
rights, duties and liability of either the Customer or us accrued prior to
termination. The clauses which expressly
or impliedly have effect after termination will continue to be in force
Customer is responsible for obtaining, at its own cost, such import licences
and other documents, licences and consents in relation to the Goods as are
required from time to time and, if required by us, the Customer shall make
those licences and consents available to us prior to despatch of the Goods.
for performance of all obligations of the Customer is of the essence. Time for performance of all of our
obligations is not of the essence.
will not be liable to the Customer for any failure or delay or for the
consequences of any failure or delay in performance of the Contract, if it is
due to any event beyond our reasonable control including, without limitation,
acts of God, war, industrial disputes, protests, fire, tempest, explosion, an
act or threat of terrorism and national emergencies.
any condition or part of the Contract is found by any court, tribunal,
administrative body or authority of competent jurisdiction to be illegal,
invalid or unenforceable then that provision will, to the extent required, be
severed from the Contract and will be ineffective, without, as far as is possible,
modifying any other provision or part of the Contract and this will not affect
any other provisions of the Contract which will remain in full force and
failure or delay by us to exercise any right, power or remedy will operate as a
waiver of it, nor will any partial exercise preclude any further exercise of
the same, or of any other right, power or remedy.
may assign, delegate, license, hold on trust or sub-contract all or any part of
our rights or obligations under the Contract.
Contract is personal to the Customer who may not assign, delegate, license,
hold on trust or sub-contract all or any of its rights or obligations under the
Contract without our prior written consent.
parties to the Contract do not intend that any of its terms will be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not
a party to it.
notice in connection with the Contract will be in writing addressed to the
other party at its registered office, or principal place of business and will
be delivered by hand, or first class or special delivery post. The notice will be deemed to have been duly
served, if delivered by hand, when left at the proper address for service or if
made by pre-paid, first class post or special delivery post, 48 hours after
formation, existence, construction, performance, validity and all aspects
whatsoever of the Contract or of any term of the Contract will be governed by
English law. The English courts will
have non-exclusive jurisdiction to settle any dispute which may arise out of,
or in connection with the Contract.
If goods are sold and delivered and/or
services are provided by Midland Steel Traders Ltd to the Buyer in instalments
each delivery or provision of service shall constitute a separate contract, and
failure by Midland Steel Traders Ltd to perform or to deliver any one or more
of the instalments or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the contract as a whole as
repudiated. Each invoice for work performed or goods delivered shall be payable
by the Buyer in full without reference to and not withstanding any defect or
default in the work performed or the goods delivered in any other instalment
for which a separate invoice has been issued. Further the Buyer shall have no
right of set-off against any monies due to Midland Steel Traders Ltd under this
or any other contract.
Special Offers and One Time Discounts
42. MST reserve the right to discontinue any offer at any time. Offer excludes orders placed with MST directly. Subject to availability.