TERMS AND CONDITIONS OF SALE OF GALCO STEEL LIMITED
In these Conditions:
“Company” means Galco Steel Limited;
“Conditions” means 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 the Customer and the Company;
“Contract” means the contract for the purchase and sale of the Manufactured Goods and the Services between the Company and the Customer;
“Customer” means the person who accepts an estimate or quotation of the Company for the sale of Manufactured Goods or the provision of Services or whose order for Manufactured Goods or Services is accepted by the Company;
“Customer Goods” means goods belonging to a Customer which have been delivered to the Company so that Services may be performed on them;
“Goods” means Customer Goods and Manufactured Goods;
“Ireland” means the Republic of Ireland;
“Manufactured Goods” means goods manufactured by the Company or goods manufactured by a third party and supplied by the Company;
“Parties” means the Company and the Customer;
“Services” means any services to be carried out on Customer Goods by the Company including but not limited to galvanizing and painting services.
2 BASIS OF THE SALE
2.1 Estimates and Orders
The Company shall sell and the Customer shall purchase the Manufactured Goods and the Services in accordance with any estimate or quotation of the Company as referred to in Clause 4.1.1 which is accepted by the Customer, and/or any order of the Customer which is accepted by the Company, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions. The making of an order and the acceptance of an estimate or quotation shall be deemed to amount to an acceptance by the Customer of these Conditions.
2.2 Variation Not Binding
No variation to these Conditions shall be binding unless agreed in writing between the parties.
2.3 Representation by Agents and Employees
The Company’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Advice and Recommendations
Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents regarding the Goods and Services which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Errors or Omissions in Sales Literature
Any typographical, clerical or other error or omission in any sales literature, estimate, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3 ORDERS AND SPECIFICATIONS
3.1 Confirmation in Writing
No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company or in the absence of such written acceptance shall be deemed accepted once the Company has shipped the Goods or commenced performance of the Services.
3.2 Accuracy of Order
The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 Specification of Goods
The quantity, quality, description and specification for the Goods shall be those set out in the Company’s estimate or quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
3.4 Special Process or Manufacture
If the Manufactured Goods are to be manufactured and/or any Services are to be applied to Customer Goods, by the Company in accordance with a Customer’s specification, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.
3.5 Changes to Specification
The Company reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU or other applicable requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
3.6 Cancellation of Order
No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including labour and materials), damages, charges and expenses incurred by the Company as a result of cancellation.
4 PRICE OF THE MANUFACTURED GOODS/SERVICES
4.1.1 The price of the Manufactured Goods and the Services shall be the price estimated or quoted by the Company, whether verbally or in writing or, where no price has been estimated or quoted (or an estimate or quoted price is no longer valid), the Company’s current price applicable for such Goods and/or Services at the date of acceptance of the order.
4.1.2 All prices quoted are valid for 30 days unless otherwise specified in writing or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
4.1.3 Weight is added to Customer Goods during the galvanizing process. The price for providing such a Service is based on the finished weight of the Customer Goods as specified in section 10.16.1 of these Conditions.
4.1.4 The Company may purchase on behalf of a Customer materials used in the fabrication of products and/or the Services provided as specified on their official order. The Customer shall at all times be liable for the costs of such materials including shipping and transport.
4.2 Increase in Price
4.2.1 The Company reserves the right, by giving notice to the Customer at any time before dispatch, to increase the price of Manufactured Goods and/or the Services to reflect any increase in the cost to the Company which is due to any factor beyond the Company’s control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for Goods requested by the Customer, or any delay or extra costs caused by any instructions of the Customer or failure of the Customer to give adequate information or instructions.
4.2.2 If during the galvanizing process it is apparent that the materials being processed contain a high silicon content or excessive zinc, the Company reserves the right to increase the price quoted. Such price increases are more particularly specified in section 10.16.2 of these Conditions.
4.3 Prices Ex Works
Except as otherwise stated under the terms of any estimate or quotation or in any price list of the Company, and unless otherwise agreed in writing between the parties, all prices are given by the Company on an ex works basis, and where the Company agrees to collect or deliver the Goods otherwise than at the Company’s premises, the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.4 Value Added Tax
The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
5 TERMS OF PAYMENT
Subject to any special terms agreed in writing between the parties, the Company shall be entitled to invoice the Customer for the price of the Manufactured Goods and/or the Services on or at any time after the Services are completed or the Manufactured Goods are manufactured, notwithstanding that the Goods have not been dispatched or collected.
5.2 Time for Payment
The Customer shall pay the price of the Manufactured Goods and the Services on the date of the Company’s invoice, unless otherwise agreed in writing by the parties and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment shall be of the essence of the Contract.
5.3 Failure to Make Payment
If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
(i) cancel the contract or suspend any further deliveries to the Customer;
(ii) appropriate any payment made by the Customer to such of the Manufactured Goods and/or the Services (or the goods or services supplied under any other contract between the Customer and the Company) as the Company deems fit (notwithstanding any purported appropriation by the Customer); and
(iii) charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above the base rate for the time being of Bank of Ireland until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 Lien on Customer Goods
5.4.1 The Company shall, without prejudice to any other remedy available to it, have in respect of all debts due from the Customer under any Contract, a general lien on all Customer Goods in its possession for whatever purposes whether or not such debts relate to Services provided in connection with those Customer Goods and whether worked upon or not and shall be entitled to retain possession of Customer Goods until all charges due under the Contract or any other contract between the Customer and the Company have been paid.
5.4.2 Without prejudice to the Company’s other rights of action against the Customer for breach of the Company’s payment conditions, if any sum due from the Customer to the Company under any contract between them shall not have been paid within three weeks from becoming due, the Company may, upon giving to the Customer seven days notice in writing of its intention to do so, (unless all such sums have in the meantime been paid), sell (whether by auction or by private treaty or in any other manner) any or all of the Customer Goods in the Company’s possession whether or not such debts relate to Services provided in connection with those Customer Goods. The net proceeds of such sale shall after payment of the costs of such sale be applied in or towards payment or satisfaction of the debts, or liabilities owing by the Customer to the Company so far as the same are presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the articles prior to sale) be paid to the Customer.
6.1 Delivery by Collection
Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.
6.2 Non Liability for Delay
Any dates quoted for delivery of Goods are approximate only and the Company shall not be liable for any delay in delivery however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. Goods may be delivered by the Company in advance of a quoted delivery date upon giving reasonable notice to the Customer.
6.3 Delivery in Instalments
Where Goods are to be delivered in instalments and/or Services are to be performed in stages, the Company may invoice each instalment or stage separately and the Customer shall pay such invoice in accordance with these Conditions. Failure by the Company to deliver any one or more of the instalments or to perform a stage of the Services in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments or stages of Services shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.4 Failure to Take Delivery
If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
(iv) store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
(v) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
7 RISK AND PROPERTY
7.1 Passing of Risk
7.1.1 In the case of Manufactured Goods, risk of damage to or loss of such goods shall pass to the Customer:
(i) in the case of Manufactured Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that those goods are available for collection; or
(i) in the case of Manufactured Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Manufactured Goods, the time when the Company has tendered delivery of them.
7.1.2 In the case of Customer Goods, the risk of damage to or loss of such goods shall remain with the Customer at all times.
7.2 Property Not to Pass
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received payment in full (including any default interest) from the Customer under this Contract and under all other contracts between the parties (including any sums due under contracts made after the Contract whether or not those sums are immediately payable).
7.3 Customer as Fiduciary Agent and Bailee
Until the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected, insured and identified as the Company’s property, but shall be entitled to resell or use the Goods in the ordinary course of business.
7.4 Right of Company to Goods
Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.5 Customer Not to Pledge or Charge
The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
7.6 Notification of Defects
Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company 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 the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.7 Replacement of Goods
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.
7.8 Loss or Damage
7.8.1 Except in respect of death or personal injury caused solely by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods.
7.8.2 Where Customer Goods are delivered to the Company for galvanizing or for any other Services, the Company accepts no liability whatsoever for any subsequent loss or damage suffered by the Customer or by any third party as a result of a defect in the manufacture of the Customer Goods on which it has performed the Services.
7.8.3 Where the Company supplies Manufactured Goods which have been manufactured by a third party, the Company accepts no liability whatsoever for any subsequent loss or damage suffered by the Customer or by any third party as a result of a defect in the manufacture of those Manufactured Goods.
7.9 Delay or Failure outside Company’s Control
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Any liability of the Company shall be subject to Clause 6.2 and any other limitations contained in these Terms and Conditions. Without prejudice to the generality of the foregoing, any Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; or power failure or breakdown in machinery, shall be regarded as causes beyond the Company’s reasonable control.
8 INSOLVENCY OF CUSTOMER
8.1 Right to Cancel the Contract
Without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, if any of the following events occur:
(i) the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or an examiner is appointed or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(ii) an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Customer; or
(iii) the Customer ceases, or threatens to cease, to carry on business; or
(iv) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly; or
(v) an analogous event occurs in any other jurisdiction to which the Customer is subject.
8.2 If any of the above events occurs and the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9 EXPORT TERMS
9.1 Import Regulations and Payment of Duties
The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for payment of any duties on them.
9.2 Testing and Inspection Before Shipment
The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10 TERMS AND CONDITIONS OF GALVANIZING
All items are Galvanized in accordance with the Specification for Hot Dip Galvanizing Coatings of Iron and Steel Articles I.S. EN ISO 1461 : 2009 or any amendment thereof.
Consultation is advisable on aspects of design and fabrication to ensure ease and quality in processing. Our technical staff are always available for such consultation.
10.3 Suitability for Galvanizing
Whilst every care is taken during processing, no responsibility will be accepted for Customer Goods which are unsuitable for Hot Dip Galvanizing. All Customer Goods must be manufactured from ferrous raw materials and should be new or stock rust only.
When Customer Goods are received in an assembled condition, it will be assumed that such assemblies are to be galvanized intact.
10.5 Masking and Protection of Protruding Threads
Any surface which does not require galvanizing must be clearly indicated on the order, after first ascertaining that masking and protection is possible. An extra charge will be made for masking, but no guarantee can be made that such masking will completely eliminate the pick up of zinc.
10.6 Surface Conditions and Markings
All Customer Goods should be free from paint, preservations, oil, grease, varnish, heavy rust and scale. The cost of removing such deposits will be charged as an extra. For temporary identification, marks in water soluble paints are acceptable.
10.7 Welding Slag
This should be removed from all welds by the Customer as it is not removed by pickling.
10.8 Venting and Drainage
10.8.1 If sealed compartments are immersed in a Galvanizing Bath, there is a danger of a violent explosion, due to air or vaporisation of unsuspected trapped liquids. Tanks, closed vessels, sealed cavities, internal sleeves, blocked pipes, double plating and fabricated hollow sections MUST be drilled to allow for venting and drainage.
10.8.2 The Customer is responsible for informing the Company of the existence of any such sealed compartments.
10.8.3 The Company is not responsible for any damage caused to Customer Goods arising out of a failure by the Customer to notify the Company of the existence of sealed compartments.
10.8.4 The Customer shall indemnify the Company against all losses, damages, costs and expenses awarded against or incurred by the Company as a result of a failure by the Customer to notify the Company that such Customer Goods contained sealed compartments.
10.9 Design, Suspension and Clearance
Frames fabricated from channels and gussets on fabricated columns should have cropped corners to allow the free flow of metal. Components may require suspension holes if there is no convenient point for attaching a hook. Customers should allow adequate clearance on mating surfaces such as hinges or threaded parts if free movement after Galvanizing is required.
* Please note, the drilling of holes may delay processing and will be charged as an extra.
10.10 Distortion of Materials
Whilst every care is taken in galvanizing Customer Goods, no responsibility can be accepted for distortion and damage resulting from the effect of heating during galvanizing or for the cracking of basis materials caused by thermal expansion and contraction during processing. Distortion arises from the introduction or relief of stresses in the steel and these stresses may be present as a result of manufacture or fabrication.
10.11 Damage and/or Loss
Whilst every care is taken to safeguard Customer Goods, storage capacity is limited and no responsibility will be taken for damage or loss resulting from a Customer’s failure to collect promptly. A demurrage charge may have to be made under certain circumstances. Further, the Company does not accept liability for repairs on site or for consequential damage.
10.12 Quality and Inspection
Goods for onward shipment must be inspected prior to packing for shipping. Complaints cannot be considered after the Goods have been shipped. Where specific inspection is called for, that inspection must be made at our works and the results considered as final. The Company accepts no responsibility for the formation of white rust on galvanized materials.
10.13 Bundling, Marking and Labelling
This work may be undertaken when required, and will be charged as an extra.
All or any part of the work to be carried out by the Company may be carried out by it, a subsidiary company or on its behalf by an agent or sub-contractor appointed by it.
10.15 Small Items
Customer Goods which contain consignments of small items such as brackets, clips, threaded parts, screws, bolts and the like (to be subject to any Services) can only be accepted in batches with an estimate only as to the exact numbers involved. The Company does not undertake detailed checking or counting of specific quantities either before or after processing as the basis of charges made will normally be related to the finished weight of the galvanized consignment. The Company cannot be held responsible for components which due to their design or small size either stick together or are lost during processing.
10.16 Insurance Risk
In the event that Customer Goods, vehicles or other property remain on the Company’s premises (for whatever reason) they shall remain there at the Customer’s risk at all times and the responsibility to insure such Customer Goods, vehicles and other property shall remain solely with the Customer.
10.17 Price of Galvanized Goods
10.17.1 Weight is added to Customer Goods during the galvanizing process. Estimates, quotations and invoices for providing galvanizing services are based on the weight of the Customer Goods after being galvanized. The finished weight shall be determined by the Company’s weighing scales or weighbridge, and the weight as determined by such weighing mechanism shall be definitive evidence of the Customer Goods final weight.
10.17.2 Unless otherwise agreed, prices quoted for galvanizing Customer Goods do not include steel containing high silicon content, or containing excessive zinc pick-up due to improper venting of hollow tubes or cavities. If during the galvanizing process it is apparent that the steel being processed does contain a high silicon content or is trapping excessive zinc, the Company reserve the right to increase the price quoted to compensate for the resultant increase in zinc pick-up.
11.1 Exclusion of Statutory Warranties and Conditions
All warranties, conditions or other terms whether express or implied by statute or common law are excluded to the fullest extent permitted by law.
11.2 No Waiver of Subsequent Breach
No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 Governing Law and Jurisdiction
The Contract shall be governed by the laws of the Republic of Ireland, and the Customer agrees to submit to the exclusive jurisdiction of the courts of the Republic of Ireland.