Terms and Conditions of Purchase UK
Terms and Conditions of Sales
Terms and Conditions of Sales
Terms and Conditions of Sales
1.1 In these Conditions:
“Seller” means the person, firm or Company who accepts the Order from Continental Alloys and Services Ltd (CAS UK).
“Company” means Continental Alloys & Services Ltd (CAS UK) registered in Scotland under Company number 198922, a subsidiary of Reliance Steel & Aluminum Co..
“Contract” means the Order and the Seller’s acceptance of the Order.
“Goods” means any Goods or service agreed in the Contract to be purchased by CAS UK from the Seller (including any part or parts of them).
“Order”: CAS UKs written instruction to supply the Goods incorporating these conditions.
“Writing” includes telex, cable, facsimile transmission, electronic transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.4, these conditions are the only conditions upon which CAS UK is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions.
2.2 Each Order for Goods by CAS UK from the Seller shall be deemed to be an offer by CAS UK to buy the Goods subject to these conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance or impliedly by fulfilling the Order in whole or in part accepts the offer.
2.3 No terms or conditions endorsed upon delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of Order, specification or similar document shall form part of the Contract and the Seller waives any right which it otherwise might have to reply on such terms and conditions.
2.4 These conditions apply to all CAS UK’s purchases and any variation to these conditions shall have no effect unless expressly agreed in Writing and signed by a director of CAS UK.
3. QUALITY AND DEFECTS
3.1 The Goods shall be of the best available design, quality, material and workmanship, be without fault and conform in all respects with the Order and specification and/or patterns supplied or advised by CAS UK to the Seller.
3.2 CAS UK’s rights under these conditions are in addition to the statutory conditions implied in favour of CAS UK by the Sale of Goods Act 1979.
3.3 At any time prior to delivery of the Goods to CAS UK, CAS UK shall have the right to inspect and test the Goods at all times.
3.4 If the results of such inspection or testing cause CAS UK to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any specifications and/or patterns supplied or advised by CAS UK to the Seller, CAS UK shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition CAS UK shall have the right to require and witness further testing and inspection.
3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract. The Seller shall make CAS UK aware of any non-conforming Goods which are identified before or after they have been delivered and offer full support in any investigation into the non-conformity.
3.6 If any of the Goods fail to comply with the provisions set out in condition 3, CAS UK shall be entitled to avail itself of any one or more remedies listed in condition 12.
The Seller shall keep CAS UK indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by CAS UK as a result of or in connection with:
4.1 defective workmanship, quality or materials;
4.2 an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods, and
4.3 any claim made against CAS UK in respect of any liability, loss, damage, injury, cost or expense sustained by CAS UK’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.
5.1 The Goods shall be delivered, to CAS UK’s place of business or to such other place of delivery as is agreed by CAS UK in Writing. Any carriage costs will also be agreed in Writing. The Seller shall ensure the goods are adequately packed for safe off-loading of the Goods by CAS UK.
5.2 The date of delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the Order.
5.3 The Seller shall invoice CAS UK upon, but separate from, despatch of the Goods to CAS UK.
5.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, amongst other things, the Order number, the date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
5.5 Time for delivery shall be of the essence.
5.6 Unless otherwise stipulated by CAS UK in the Order, deliveries shall only be accepted by CAS UK during their normal business hours.
5.7 If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, CAS UK reserves the right to;
5.7.1 cancel the Contract in whole or part;
5.7.2. refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;
5.7.3 recover from the Seller any expenditure reasonably incurred by CAS UK in obtaining the Goods in substitution from another Seller; and
5.7.4 claim damages for any additional costs, loss or expenses incurred by CAS UK which are in any way attributable to the Seller’s failure to deliver the Goods on the due date.
5.8 If the Seller requires CAS UK to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to CAS UK and any such packaging material shall only be returned to the Seller at the cost of the Seller.
5.9 Where CAS UK agrees in Writing to accept delivery by instalments the Contract shall be construed as a single Contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle CAS UK at its option to treat the whole Contract as repudiated.
5.10 If the Goods are delivered to CAS UK in excess of the quantities ordered, CAS UK shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller’s risk and shall be returnable at the Seller’s expense.
5.11 CAS UK shall not be deemed to have accepted the Goods until it has had 7 working days to inspect them following delivery. CAS UK shall also have the right to reject the Goods as though they have not been accepted for 7 working days after any latent defect in the Goods has become apparent.
The Goods shall remain at the risk of the Seller until delivery to CAS UK is complete (including off-loading and stacking) when ownership of the Goods shall pass to CAS UK.
7.1 The price of the Goods shall be stated in the Order and unless otherwise agreed in Writing by CAS UK shall be exclusive of VAT but inclusive of all other charges.
7.2 No variation in the price nor extra charges shall by accepted by CAS UK.
8.1 CAS UK shall pay the price of the Goods within the agreed payment terms between CAS UK and the Seller, but time for payment shall not be of the essence of the Contract.
8.2 Without prejudice to any other right or remedy, CAS UK reserves the right to set off any amount owing at any time from the Seller to CAS UK against any amount payable by CAS UK to the Seller under the Contract.
The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by CAS UK or its agents and any other confidential information concerning CAS UK’s business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents, or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to CAS UK and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind by the Seller.
10. CAS UK’S PROPERTY
Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights including all drawings, specifications and data supplied by CAS UK to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Goods, shall at all times be and remain the exclusive property of CAS UK but shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to CAS UK and shall not be disposed of other than in accordance with CAS UK’s written instructions, nor shall such items be used otherwise than as authorised by CAS UK in Writing.
11.1 CAS UK shall have the right at any time and for any reason to terminate the Contact in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and CAS UK shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
11.2 CAS UK shall have the right at any time by giving notice in Writing to the Seller to terminate the Contract forthwith if:
11.2.1. the Seller commits a material breach of any of the terms and conditions of the Contract; or
11.2.2 any distress, execution or other process is levied upon any of the assets of the Seller; or
11.2.3 the Seller has a bankruptcy Order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or involuntary) except a solvent liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or
11.2.4 the Seller ceases or threatens to cease to carry on its business; or
11.2.5 the financial position of the Seller deteriorates to such an extent that in the opinion of CAS UK the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.
11.3 the termination of the Contract, however arising, shall be without prejudice to the rights and duties of CAS UK accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
Without prejudice to any other right or remedy which CAS UK may have, if any Goods are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract CAS UK shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by CAS UK;
12.1 rescind the Order;
12.2 to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
12.3 at CAS UK’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
12.4 to refuse to accept any further deliveries of the Goods but without any liability to the Seller;
12.5 to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
12.6 to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.
13.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of CAS UK.
13.2 CAS UK may assign the Contract or any part of it to any person, firm or third party Company.
14. FORCE MAJEURE
CAS UK reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on its business due to circumstances beyond the reasonable control of CAS UK including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
15.1 Each right or remedy of CAS UK under the Contract is without prejudice to any other right or remedy of CAS UK whether under the Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.3 Failure or delay by CAS UK in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by CAS UK of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.
15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of Scotland and the parties submit to the non-exclusive jurisdiction of the Scottish courts.
The CAS UK code of conduct prohibits all employees and anyone acting on behalf of the Company from offering, giving, accepting or receiving a bribe to/from anyone. We have earned and value our reputation as a company that operates ethically and honestly, and bribery and corruption have no place in our business. We expect the same in our supply chain. Failure by the Seller to comply, in whole or in part, with this Section shall constitute a material breach of the Contract.
16.1 The Seller shall:
16.1.1 comply, and shall ensure that each of its suppliers, subcontractors and agents, and the members of its and their workforces shall comply, with all applicable laws, statues, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010;
16.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
16.1.3 have and shall maintain in place throughout the terms of the Contract its own policies and procedures including adequate procedures under the Bribery Act 2010, to ensure its compliance with clauses 16.1.1 and 16.1.2 and will enforce them where appropriate;
16.1.4 promptly report to CAS UK any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with the performance of the Contract; and
16.1.5 immediately notify CAS UK in Writing if a foreign public official becomes an officer or employee of the Seller or acquires a direct or indirect interest in the Seller (and the Seller warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of the Contract).
16.2 The Seller shall ensure that any person associated with the Seller who is providing Goods or services, or hiring equipment in connection with the Contract does so only on the basis of a written Contract which imposes on and secures from such person terms equivalent to those imposed on the Seller in this clause 16.
17. MODERN SLAVERY AND HUMAN TRAFFICKING
CAS UK will not tolerate any form of slavery, servitude, forced, compulsory or bonded labour, or human trafficking (collectively referred to as ‘Modern Slavery’). We are committed to ensuring that there is no Modern Slavery in our business including our supply chain and to acting ethically and with integrity in all of our relationships. Failure by the Seller to comply, in whole or in part, with this Section shall constitute a material breach of the Contract.
17.1 The Seller shall:
17.1.1 comply, and shall ensure that each of its suppliers, subcontractors, agents and the members of its and their workforces shall comply, with all applicable laws, statutes, regulations and codes relating to slavery, servitude, forced or compulsory labour and human trafficking including the Modern Slavery Act 2015;
17.1.2 undertake not to purchase any resource, materials or products from producers, suppliers or manufacturers using Modern Slavery in its operations or practices;
17.1.3 have and shall maintain in place throughout the term of the Contract its own policies and procedures to ensure its compliance with clauses 17.1.1 and 17.1.2 and will enforce them where appropriate; and
17.1.4 immediately notify CAS UK in Writing if it becomes aware of any breach or alleged breach of this clause within its supply chain (and the Seller warrants that has not been convicted of any offence involving Modern Slavery and, having made reasonable enquiries, to the best of its knowledge none of its suppliers, subcontractors or agents or its or their workforce, or any direct or indirect owners at the date of the Contract, have been or are the subject of any investigation, enquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding an offence or alleged offence of Modern Slavery laws).
17.2 The Seller shall ensure that any person associated with the Seller who is providing Goods or services or hiring equipment in connection with the Contract does so only on the basis of a written Contract which imposes on and secures from such person terms equivalent to those imposed on the Seller in this clause 17.
18. COMPLIANCE WITH LAWS AND CODE OF CONDUCT
18.1 The Company is a subsidiary of Reliance Steel & Aluminum Co. (“Reliance”) and as such operates under Reliance’s Code of Conduct and related documents. The Seller hereby expressly undertakes, warrants and represents that it will (and will cause all of its Suppliers, Subcontractors and agents and the members of its and their workforces to) fully and strictly conduct its business activities with the highest level of integrity and ethical standards and comply with all applicable laws, rules, and regulations including without limitation those concerning proper business practices, and in compliance with Reliance’s Code of Conduct which can be found here.
18.2 The Seller shall have and shall maintain in place throughout the term of the Contract its own policies and procedures to ensure its compliance with clause 18.1. and will enforce them where appropriate. Failure by the Seller to comply, in whole or in part, with this Section shall constitute a material breach of the Contract.